Application of Indemnities. All indemnities given pursuant to this Agreement shall apply irrespective of the cause and notwithstanding the negligence or breach of duty (statutory or otherwise) of the Party seeking the indemnity or any other person.
Application of Indemnities. (a) All indemnities set forth in this Agreement extend to the officers, directors, partners, managers, members, shareholders, agents, contractors, employees, and affiliates of the indemnified party (“Representatives”).
Application of Indemnities. (a) THE PARTIES HEREBY EXPRESS THEIR INTENT THAT THE RELEASES OF LIABILITY AND INDEMNITIES CONTAINED IN SECTIONS 8.1 AND 8.2 ABOVE BE LIBERALLY CONSTRUED. SUCH RELEASES OF LIABILITY AND INDEMNITIES SHALL APPLY TO ANY LOSS, DAMAGE, PERSONAL INJURY OR DEATH WHICH ARISES FROM THE PERFORMANCE OF THIS LEASE, AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, INCLUDING STRICT LIABILITY, BREACH OF WARRANTY (EXPRESS OR IMPLIED), IMPERFECTION OF MATERIALS, CONDITION OF ANY SITE, OR THE NEGLIGENCE OF THE INDEMNITEE (OR RELEASED PARTY), WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE, AND WHETHER THE CLAIM THEREFOR IS BASED ON COMMON LAW, CIVIL LAW, MARITIME LAW, STATUTE OR CONTRACTUAL OBLIGATION BETWEEN THE INDEMNITEE AND A THIRD PARTY
(b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE RELEASES OF LIABILITY AND INDEMNITIES CONTAINED IN SECTIONS 8.1 AND 8.2 SHALL NOT APPLY TO ANY CLAIM OR LIABILITY CAUSED BY THE WILLFUL MISCONDUCT OF THE INDEMNIFIED OR RELEASED PARTY AND FURTHER SHALL NOT IN ANY EVENT APPLY TO AWARDS OR ASSESSMENTS OF PUNITIVE DAMAGES.
Application of Indemnities. Indemnities shall apply as follows:
(a) All indemnities set forth in this Agreement extend to the affiliates, partners, directors, employees, members, shareholders, subsidiaries, permitted successors and permitted assigns of the indemnified party. The indemnities set forth in this Agreement do not extend to any part of an indemnified claim that is the result of the gross negligence, willful misconduct or fraud of the indemnified party.
(b) Neither Nytis nor Liberty shall be entitled to recover from the other party (or Carbon, as applicable), respectively, and each party releases the other party from and waives, any liabilities arising under this Agreement by reason of the breach thereof, or in connection with or with respect to the transactions contemplated in this agreement, any amount in excess of the actual compensatory damages suffered by such party. Each of Nytis and Liberty waive, and release each other (and Carbon, as applicable) from any right to recover punitive or exemplary damages arising in connection with or with respect to any breach hereof or as to the transactions contemplated in this agreement; provided, however, any such damages recovered by a third party (other than a party’s affiliates) for which a party owes the other party an indemnity under this agreement shall not be waived.
(c) The indemnities of the indemnifying party in this Agreement do not cover or include any amounts that the indemnified party may legally recoup from other third party owners under applicable joint operating agreements or other agreements, and for which the indemnified party is reimbursed by any third party. If it is judicially determined that any provision of this indemnity is found to be in violation of state or federal law, such that the violation would render the entire Agreement void and unenforceable, said provision shall be amended automatically to comply with said law. In the event that such provision cannot be amended to comply with said law, the provision shall be disregarded, and the validity and enforceability of the remaining provisions shall not be affected.
Application of Indemnities. All indemnities set forth in this Agreement extend to the officers, directors, employees and affiliates of the party indemnified. The indemnities set forth in this Agreement do not extend to any part of an indemnified Claim to the extent caused by the negligence, willful misconduct or fraud of the indemnified party or the result of the imposition of punitive damages on the indemnified party.
Application of Indemnities. All indemnities set forth in this Agreement shall extend to, and the indemnified parties hereunder shall include, the officers, directors, managers, shareholders, officers, members, partners, employees and Affiliates of the indemnified party. The indemnities set forth in this Agreement do not extend to any part of an indemnified Claim that is the result of the gross negligence, willful misconduct or fraud of the indemnified party.
(a) UNLESS THIS AGREEMENT EXPRESSLY PROVIDES TO THE CONTRARY, THE INDEMNITY, RELEASE, WAIVER AND ASSUMPTION PROVISIONS SET FORTH IN THIS AGREEMENT (INCLUDING THOSE SET FORTH IN SECTION 8.02 AND THIS ARTICLE XIII) APPLY, REGARDLESS OF WHETHER THE INDEMNIFIED PARTY (OR ITS OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, MEMBERS, PARTNERS, AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, SUCCESSORS OR ASSIGNS) CAUSES, IN WHOLE OR PART, AN INDEMNIFIED CLAIM, INCLUDING INDEMNIFIED CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR IN PART, FROM, OUT OF OR IN CONNECTION WITH THE CONDITION OF THE ASSETS OR THE INDEMNIFIED PARTY’S (OR ITS OFFICERS’, DIRECTORS’, MEMBERS’, PARTNERS’, SHAREHOLDERS’, MANAGERS’, AFFILIATES’, EMPLOYEES’, AGENTS’, REPRESENTATIVES’, CONTRACTORS’, SUCCESSORS’ OR ASSIGNS’) SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT.
(b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (INCLUDING, WITHOUT LIMITATION, THE DEFINITION OF “CLAIMS”) NEITHER BUYER NOR SELLER (NOR THEIR RESPECTIVE AFFILIATES, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, PARTNERS, OFFICERS, EMPLOYEES OR AGENTS) SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY, AND EACH PARTY (ON ITS OWN BEHALF AND ON BEHALF OF ITS RESPECTIVE AFFILIATES, DIRECTORS, MANAGERS, SHAREHOLDERS, MEMBERS, PARTNERS, OFFICERS, EMPLOYEES AND AGENTS) RELEASES THE OTHER PARTY FROM AND WAIVES, ANY LOSSES, COSTS, EXPENSES, OR DAMAGES ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT ANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DAMAGES SUFFERED BY SUCH PARTY. EACH OF BUYER AND SELLER WAIVE, AND RELEASE EACH OTHER (ON ITS OWN BEHALF AND ON BEHALF OF ITS RESPECTIVE AFFILIATES, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, PARTNERS, OFFICERS, EMPLOYEES AND AGENTS) FROM ANY RIGHT TO RECOVER PUNITIVE, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT; PROVIDED, HOWEVER, ANY SUCH DAMAGES RECOVERE...
Application of Indemnities. 53 13.3 Buyer's General Indemnity...................................................................... 54 13.4 Buyer's Special Indemnity...................................................................... 55 13.5 Sellers' General Indemnity..................................................................... 55 13.6 Sellers' Special Indemnity..................................................................... 56 13.7 Notices and Defense of Indemnified Claims...................................................... 56 13.8 Waiver of Consequential and Punitive Damages................................................... 56
Application of Indemnities. (i) No person shall be entitled to rely on or enforce any indemnity or any exclusion or limitation of liability contained in this Agreement to recover (or exclude or limit that person’s liability in respect of) any losses caused by that person’s Gross Negligence or Wilful Misconduct, or by the Gross Negligence or Wilful Misconduct of any other person within the same Group.
(ii) Subject only to paragraph (i) above, all of the indemnities, allocations of risk, limitations and exclusions of liability and other agreements contained in this Article 10 or elsewhere in this Agreement shall apply (to the extent permitted by law) notwithstanding the negligence of any person or party, strict liability, liability imposed by statute, or any other breach of obligation of any person or any other event or condition. Indemnified Parties (as defined in paragraph (c) below) shall be entitled to reasonable attorneys’ fees incurred in asserting or enforcing the indemnities granted herein.
Application of Indemnities. 18 9.3 Buyer's Indemnity . . . . . . . . . . . . . . . . . . . . . . 19 9.4 Seller's Indemnity . . . . . . . . . . . . . . . . . . . . . . 19
Application of Indemnities. All of the indemnities and allocations of risk contained in this Article 11 or elsewhere in this Agreement shall apply (to the extent permitted by law) notwithstanding the negligence, gross negligence or willful misconduct of any person or party, strict liability, liability imposed by statute, or any other breach of obligation of any person or any other event or condition. Indemnitees shall be entitled to reasonable attorneys’ fees incurred in asserting or enforcing the indemnities granted herein.
