Common use of Application of Indemnities Clause in Contracts

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. Indemnities shall apply as follows: (a) All indemnities set forth in this Agreement extend to the affiliates, partners, directors, managers, 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 agreementAgreement; 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 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. 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 Carbon TN Mining Co shall be entitled to recover from the other party (or Carbon, as applicable)party, 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 Carbon TN Mining Co 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. Notwithstanding the foregoing, the parties expressly agree and acknowledge that any and all cost recoupment mechanisms, liens, security interests and other remedies provided herein or in the Operating Agreement are not waived or released and shall be available to each of Nytis and Carbon TN Mining Co with respect to a breach hereof or as to the transactions contemplated in this agreement or the terms and conditions of the Operating Agreement. (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. Indemnities All indemnities given pursuant to this Agreement 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 irrespective of the indemnified party. The indemnities set forth in this Agreement do not extend to any part cause and notwithstanding the negligence or breach of an indemnified claim that is the result duty (statutory or otherwise) of the gross negligence, willful misconduct Party seeking the indemnity or fraud of the indemnified partyany other person. (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. 17.1 In the event that such provision cannot of any Party being rendered unable by Force Majeure to perform any obligations required to be amended to comply with said lawperformed by them under this Agreement, the provision relative obligation of the Party affected by such Force Majeure shall be disregardedsuspended over the period during which such cause lasts, except for the payment of monies due under this Agreement. 17.2 For the purpose of this Agreement, “Force Majeure” shall mean any event or circumstance, the occurrence of which is beyond the reasonable control of a Party claiming such a Force Majeure and which directly results in such Party being unable to perform one or more of its obligations under this Agreement, which inability could not have been prevented or overcome by such Party by exercising reasonable foresight, planning and implementation. For the validity purposes of this Agreement and enforceability to the extent that they satisfy the requirements set out in the preceding sentence and subject to the proviso to this definition, Force Majeure shall be limited only to the following events and circumstances: Acts of God such as a flood, an atmospheric disturbance, a cyclone, lightning, a storm, a hurricane, a tornado, an earthquake, a landslide, a washout, soil erosion, subsidence, a fire within the Sellers or the Buyer’s Facilities (as the case may be), explosion, war, embargo, civil or military disturbances which results in the operations located in the Sellers or the Buyer’s Facilities (as the case may be) coming to a complete standstill; an epidemic, plague or quarantine officially declared by a Governmental Authority which results in the operations located in the Sellers or the Buyer’s Facilities (as the case may be) coming to a complete standstill; war (whether declared or not), riot, civil war, insurrection, acts of public enemies or civil disturbance, sabotage, riots, terrorism, revolution, revolt, rebellion or insurrection, exercise of military power; radioactive contamination, or ionizing radiation; any act, order, instruction or rules of the remaining provisions shall Government of India, which directly affects the ability of performance of the Agreement by either Party, including any act, order, instruction or rules of the Government of India, that even after exercising reasonable foresight and continuous efforts to mitigate by a relevant Party, affects the ability of the Sellers or Buyer to perform its obligations under this Agreement. any events of unrest, disputes and strikes by the Buyer’s or Sellers’ workmen or other labour working at the Buyer’s Facilities or Sellers Facilities; loss or breakage of, freezing or bursting of or serious accidental damage to, or inoperability of the Sellers Facilities or Buyer’s Facilities resulting in partial or complete shutdown of the affected Party; and unforeseen depletion or loss of reservoir or deliverability or any other unforeseen geological complexities resulting into loss of Gas production or other similar causes beyond its reasonable control (which could not be affectedhave been prevented or overcome by such Party by exercising reasonable foresight, planning and implementation).

Application of Indemnities. Indemnities shall apply as follows: (a) All indemnities set forth in this Agreement extend to the affiliates, partners, directors, employees, agents, representatives, members, shareholders, subsidiaries, permitted heirs, 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 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. NEITHER BUYER NOR SELLER SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY, as applicable)RESPECTIVELY, respectivelyAND EACH PARTY RELEASES THE OTHER PARTY FROM AND WAIVES, and each party releases the other party from and waivesANY LIABILITIES ARISING UNDER THIS AGREEMENT BY REASON OF THE BREACH THEREOF, any liabilities arising under this Agreement by reason of the breach thereofOR IN CONNECTION WITH OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, or in connection with or with respect to the transactions contemplated in this agreementANY AMOUNT IN EXCESS OF THE ACTUAL COMPENSATORY DAMAGES SUFFERED BY SUCH PARTY. BUYER AND SELLER WAIVE, any amount in excess of the actual compensatory damages suffered by such partyAND RELEASE EACH OTHER FROM ANY RIGHT TO RECOVER PUNITIVE, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH OR WITH RESPECT TO ANY BREACH.. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT IS CONSPICUOUS. 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 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. The indemnifying Party will pay all costs incurred by the indemnified party in obtaining reimbursement from third parties. There will be no upward or downward adjustment in the Purchase Price as a result of any matter for which Buyer or Seller is indemnified under this Agreement. 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.