Indemnification Upon Closing Sample Clauses

The "Indemnification Upon Closing" clause establishes the obligation of one party to compensate the other for certain losses or liabilities that arise after the closing of a transaction. Typically, this clause specifies which types of claims or damages are covered, such as breaches of representations or warranties made in the agreement, and outlines the process for making indemnification claims post-closing. Its core practical function is to allocate risk between the parties by ensuring that any unforeseen issues discovered after the transaction is finalized are addressed, thereby protecting the parties from potential financial harm related to the deal.
Indemnification Upon Closing. 35 9.1 Indemnification of the Partnership Parties 35 9.2 Indemnification of the Contributing Parties 35 9.3 Tax Indemnification 35 9.4 Survival 36 9.5 Demands 36 9.6 Right to Contest and Defend 37 9.7 Cooperation 38 9.8 Right to Participate 38 9.9 Payment of Damages 38 9.10 Limitations on Indemnification 38 9.11 Sole Remedy 39 ARTICLE X MISCELLANEOUS 39 10.1 Expenses 39 10.2 Notices 40 10.3 Governing Law; Jurisdiction 41 10.4 Public Statements 41 10.5 Entire Agreement; Amendments and Waivers 41 10.6 Conflicting Provisions 41 10.7 Binding Effect; Assignment; Parties in Interest 42 10.8 Severability 42 10.9 Interpretation 42 10.10 Headings and Disclosure Schedules 42 10.11 Multiple Counterparts 43 10.12 Action by Partnership Parties 43 Exhibit A Conveyance Agreement Schedule 3.3 No Conflicts; Consents Schedule 3.4 Capitalization; Title to Subject Interest Schedule 3.5(a) White Cliffs Pipeline Financial Statements Schedule 3.5(b) SemCrude Pipeline Financial Statements Schedule 3.5(c) Undisclosed Liabilities Schedule 3.7 Title to Assets Schedule 3.8 Litigation; Laws and Regulation Schedule 3.9 No Adverse Changes Schedule 3.10 Taxes Schedule 3.11 Environmental Matters Schedule 3.12 Licenses; Permits Schedule 3.14 Contracts Schedule 3.15 Transactions with Affiliates Schedule 4.3 No Conflicts; Consents * Omitted. The registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request. This Contribution Agreement (this “Agreement”) is made and entered into as of June 23, 2014, by and among SemGroup Corporation, a Delaware corporation (“SemGroup”), Rose Rock Midstream Holdings, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of SemGroup (“RRMH”), Rose Rock Midstream GP, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of SemGroup (the “General Partner”), Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), and Rose Rock Midstream Operating, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Partnership (“RRMO”). SemGroup, RRMH and the General Partner are referred to herein collectively as the “Contributing Parties,” the Partnership and RRMO are referred to herein collectively as the “Partnership Parties” and the Contributing Parties and Partnership Parties are referred to herein collectively as the “Parties.” WHEREAS, RRMH and RRMO own 33.34% and 66.66% of the membership int...
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Indemnification Upon Closing. Subject to the limitations set forth in this Agreement, the Contributing Parties, from and after the Closing Date, shall indemnify, defend and hold the Partnership Parties, their subsidiaries and their respective securityholders, directors, officers, and employees, and the officers, directors and employees of the General Partner, but otherwise excluding the Contributing Parties and its Affiliates (the “Partnership Indemnified Parties”) harmless from and against any and all Damages suffered or incurred by any Partnership Indemnified Party as a result of or arising out of (i) any breach or inaccuracy of a representation or warranty of the Contributing Parties in this Agreement or any Contributing Parties Closing Document, (ii) any breach of any agreement or covenant on the part of the Contributing Parties made under this Agreement or any Contributing Parties Closing Document or in connection with the transaction contemplated hereby or thereby, or (iii) any breach or violation of any Environmental Laws by the Contributed Entities that occurs prior to Closing; provided, however, that with regard to subsection (iii), the Contributing Parties shall only be required to indemnify the Partnership Indemnified Parties for Damages attributable to the Contributed Interest. For purposes of this Section 9.1, whether the Contributing Parties have breached any of their representations and warranties herein shall be determined without giving effect to any qualification as to “materiality” (including the word “material” or “Contributed Entity Material Adverse Effect”). Subject to the limitations set forth in this Agreement, the Partnership Parties shall indemnify, defend and hold the Contributing Parties, their Affiliates (other than any of the Partnership Indemnified Parties) and their respective securityholders, directors, officers, and employees (the “Contributing Indemnified Parties”) harmless from and against any and all Damages suffered or incurred by the Contributing Indemnified Parties as a result of or arising out of (i) any breach or inaccuracy of a representation or warranty of the Partnership Parties in this Agreement or any Partnership Parties Closing Document, or (ii) any breach of any agreement or covenant on the part of the Partnership Parties made under this Agreement or any Partnership Parties Closing Document or in connection with the transaction contemplated hereby or thereby. For purposes of this Section 9.2, whether the Partnership Parties have breached...
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Indemnification Upon Closing. 31 9.1 Indemnification of the Partnership Parties 31 9.2 Indemnification of the Contributing Parties and CIG 31 9.3 Tax Indemnification 31 9.4 Survival 32 9.5 Demands 32 9.6 Right to Contest and Defend 33 9.7 Cooperation 33 9.8 Right to Participate 34 9.9 Payment of Damages 34 9.10 Limitations on Indemnification 34 9.11 Sole Remedy 35 ARTICLE 10 MISCELLANEOUS 35 10.1 Expenses 35 10.2 Notices 36 10.3 Governing Law 36 10.4 Public Statements 37 10.5 Entire Agreement; Amendments and Waivers 37 10.6 Conflicting Provisions 37 10.7 Binding Effect and Assignment 37 10.8 Severability 38 10.9 Interpretation 38
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Indemnification Upon Closing. Subject to the limitations set forth in this Agreement, the Contributing Parties, from and after the Closing Date, shall indemnify, defend and hold the Partnership Parties, their subsidiaries and their respective securityholders, directors, officers, and employees, and the officers, directors and employees of the General Partner, but otherwise excluding the Contributing Parties and its Affiliates (the “Partnership Indemnified Parties”) harmless from and against any and all Damages suffered or incurred by any Partnership Indemnified Party as a result of or arising out of (i) any breach or inaccuracy of a representation or warranty of the Contributing Parties in this Agreement or any Contributing Parties Closing Document,
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Indemnification Upon Closing. 43 9.1 Indemnification of the Partnership Parties 43 9.2 Indemnification of the Contributing Parties 43 9.3 Tax Indemnification 44 9.4 Survival 44 9.5 Demands 44 9.6 Right to Contest and Defend 45 9.7 Cooperation 46
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Indemnification Upon Closing. 32 9.1 Indemnification of the Partnership Parties 32 9.2 Indemnification of QEPFS 32 9.3 Tax Indemnification 32 9.4 Survival 33 9.5 Demands 33 9.6 Right to Contest and Defend 34 9.7 Cooperation 34 9.8 Right to Participate 35 9.9 Payment of Damages 35 9.10 Limitations on Indemnification 35 9.11 Sole Remedy 36 Article X. MISCELLANEOUS 36 10.1 Expenses 36 10.2 Notices 36 10.3 Governing Law; Jurisdiction 37 10.4 Public Statements 37 10.5 Entire Agreement; Amendments and Waivers 37 10.6 Conflicting Provisions 38
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Indemnification Upon Closing. 10.1 Indemnification of Williams GP LLC and Energy Partners upon Closing Subject t▇ ▇▇▇ ▇▇▇▇▇ations set forth in this Agreement, WES, from and after the Closing, shall indemnify, defend an▇ ▇old Williams GP LLC, in its capacity as general partner of Ener▇▇ ▇▇▇▇▇▇▇▇, and Energy Partners and its subsidiaries, and their respective shareholders, members, partners, directors, officers, and employees (the "Energy Partners Parties") harmless from and against any and all liabilities and obligations, including without limitation, all losses, deficiencies, costs, expenses, fines, penalties, interest, expenditures, investigatory costs, cleanup and remediation costs, governmental response costs, claims, suits, proceedings, judgments, settlements, damages, and reasonable attorneys' fees and reasonable expenses of investigating, defending and prosecuting litigation (all of the foregoing of which are collectively referred to as the "Damages") suffered or incurred by the Energy Partners Parties as a result of or arising out of (a) any breach of a representation or warranty of WES in this Agreement, or any breach of any agreement or co▇▇▇ant on the part of WES made under this Agreement or in connection with the transaction contemplated hereby, (b) any breach of, failure to comply with or liability arising under any Environmental Laws with respect to the ownership, operation or conduct of the businesses or affairs of WPL before the Closing, or (c) the Excluded Assets or the ownership or operation thereof. Nothing in this Section 10.1 or in Section 10.8 shall apply to, or limit, liability with respect to Taxes, for which liability shall be as set forth in Article 7.
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Indemnification Upon Closing. 9.1 Indemnification of the Partnership Parties 9.2 Indemnification of the Contributing Parties, SNG and CIG 9.3 Tax Indemnification 9.4 Survival
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Indemnification Upon Closing 
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Related to Indemnification Upon Closing

  • Indemnification by Sellers (a) Each Seller shall jointly and severally indemnify Acquiror and its subsidiaries (the “Acquiror Indemnified Parties”) against and hold them harmless from any loss, liability, claim, damage or expense including legal fees and expenses (collectively, “Losses”) suffered or incurred by such Acquiror Indemnified Party arising from, relating to or otherwise in respect of: (i) any breach of any representation or warranty of Sellers contained in this Agreement or certificate delivered by or on behalf of Sellers pursuant thereto, in each case other than with respect to Section 2.07 (but only excluding Section 2.07 to the extent a breach of the applicable representation or warranty would give rise to an indemnification claim pursuant to Section 7.01(a)(iii) or Section 7.01(a)(iv)); (ii) any breach of any covenant of Sellers contained in this Agreement and any liability (whether known, unknown, accrued, unaccrued, contingent, matured or unmatured) of Kos Investments and Kos Holdings in existence at the Closing Date other than any item that would give rise to an indemnification claim pursuant to Section 7.01(a)(iii) or Section 7.01(a)(iv) and liability that is discharged in connection with the Closing; (iii) all liability for Taxes of Kos Investments and Kos Holdings allocable to the Preclosing Period as determined under Section 7.03(b); and (iv) all liability for the Preclosing Periods (as a result of Treasury Regulation § 1.1502-6(a), by contract or otherwise) for Taxes of any entity or person (other than Kos Investments and Kos Holdings) which is or has ever been affiliated with Kos Investments or Kos Holdings if such Tax arises as a result of such affiliation. (b) In no event shall Acquiror be indemnified to the extent of any liabilities taken into account in the calculation of the Closing Payment. The indemnification provided in this Article VII shall be the sole and exclusive remedy of Acquiror against Sellers for monetary relief under this Agreement or in respect of the transactions contemplated hereby. Each party hereto agrees that the previous sentence shall not limit or otherwise affect any non-monetary right or remedy which any party may have under this Agreement or otherwise limit or affect any party’s right to seek equitable relief, including the remedy of specific performance.

  • Indemnification by Buyer Subject to the limitations set forth in this Section 10.1, Buyer agrees to indemnify, defend and hold Sellers and their Affiliates and their respective officers, directors, partners, members, stockholders, employees, agents, representatives, successors and permitted assigns (collectively, the “Seller Indemnitees”), harmless from and in respect of any and all Losses, net of the proceeds from any insurance policies or other third party reimbursement for, or any tax benefit Sellers actually receives as a result of, such loss, that they may incur arising solely out of or relating to: (i) any breach of any representation or warranty made by Buyer (in each case without regard to any “materiality” qualifier contained therein) in this Agreement, the Schedules, or any other Transaction Document delivered by Buyer pursuant to this Agreement; (ii) any breach of any representation or warranty made by Buyer (in each case without regard to any “materiality” qualifier contained therein) in this Agreement as if such representation or warranty were made on and as of the Closing Date; (iii) any breach by Buyer of any covenant or obligation of Buyer in this Agreement or any other Transaction Document delivered pursuant to this Agreement; or (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer or any Affiliate (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; provided, however, that Buyer shall have no obligation to indemnify any Seller Indemnitee to the extent that Sellers are required to indemnify the Buyer Indemnitees or would be so required but for the limitations set forth in Section 10.1(d).

  • Indemnification by Seller (a) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

  • Indemnification by Buyers (a) From and after the Closing, and subject to this ARTICLE 8, Buyers, jointly and severally, shall defend, indemnify and hold harmless Seller and each of its Affiliates and their respective officers, directors, employees and agents (collectively, the “Seller Indemnitees”) from and against, and pay or reimburse the Seller Indemnitees for, any and all Losses to the extent resulting from: (i) any breach of any representation or warranty made by Buyers in ARTICLE 3; or (ii) any breach in performance by Buyers of any of their respective covenants or agreements contained herein. Seller Indemnitees shall not be entitled to recover under Section 8.3(a)(i) for an individual claim or group of related claims unless and until the amount of Losses that otherwise would be payable pursuant to Section 8.3(a)(i) with respect to such claim or group of related claims exceeds the Per Claim Threshold, provided, further, that no claims by Seller Indemnitees shall be asserted under Section 8.3(a)(i) unless and until the aggregate amount of Losses that would otherwise be payable hereunder exceeds on a cumulative basis the Indemnification Deductible, and then only to the extent such Losses exceed the Indemnification Deductible. Any such individual claims or group of related claims for the amounts less than the Per Claim Threshold shall be ignored in determining whether the Indemnification Deductible has been exceeded. The Per Claim Threshold and the Indemnification Deductible shall not apply with respect to any: (i) claims for indemnification for any breach of a Fundamental Representation; or (ii) claims with respect to any Buyer’s actual and intentional fraud with respect to any express provisions in this Agreement. (b) Notwithstanding the limitations set forth above in Section 8.3(a), Buyers shall not be liable for indemnification for any claims made pursuant to Section 8.3(a)(i) in excess of $102,500,000. (c) Notwithstanding anything to the contrary herein, the limitations in Section 8.3(b) shall not apply with respect to any: (i) claims for indemnification for any breach of a Fundamental Representation; or (ii) claims with respect to any Buyer’s actual and intentional fraud with respect to any express provisions in this Agreement; provided, however, in no event shall the aggregate monetary obligations of Buyers or any of their respective Affiliates in connection with the transactions contemplated by this Agreement exceed the Final Purchase Price. (d) For purposes of calculating Losses hereunder (but not for purposes of establishing whether a breach has occurred), any materiality qualifications in the representations and warranties in ARTICLE 3 shall be disregarded.

  • Indemnification by Purchaser (a) Purchaser hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless Sellers, their Affiliates, and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Seller Indemnified Parties” and, collectively with the Purchaser Indemnified Parties, the “Indemnified Parties”), from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Seller Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising out of or resulting from: (i) Any breach of any representation or warranty made by Purchaser contained in Article V for the period such representation or warranty survives, it being understood that for purposes of this Section 8.3 any qualifications in the text of any such representation or warranty relating to materiality, material adverse effect, or Knowledge shall be disregarded for purposes of determining whether such representation or warranty was breached; provided that Purchaser shall only indemnify the Seller Indemnified Parties for the representations and warranties of Purchaser set forth in Exhibit F to the extent any Stock Consideration is delivered; (ii) any breach of a covenant or agreement of Purchaser contained in this Agreement; and (iii) any of the Assumed Liabilities except to the extent the Purchaser Indemnified Parties are entitled to indemnification with respect thereto under this Article VIII. (b) Purchaser shall not be liable to the Seller Indemnified Parties for (i) de minimis loss with respect to the matters contained in Section 8.3(a)(i) (other than with respect to a breach of the representations and warranties set forth in Sections 5.1, 5.2, and 5.9) or (ii) any Losses with respect to the matters contained in Section 8.3(a)(i) (other than with respect to a breach of the representations and warranties set forth in Sections 5.1, 5.2, and 5.9) unless the Losses therefrom exceed an aggregate amount (including all Losses attributable to Purchaser other than any de minimis losses) equal to $32,500,000, and then only for Losses in excess of that amount and up to an aggregate amount equal to 22.5% of the Premium.