Common use of Application of Indemnities Clause in Contracts

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 RECOVERED BY A THIRD PARTY (OTHER THAN SUBSIDIARIES, AFFILIATES OR PARENTS OF A PARTY) FOR WHICH A PARTY OWES AN INDEMNIFIED PARTY AN INDEMNITY UNDER THIS AGREEMENT SHALL NOT BE WAIVED. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT IS CONSPICUOUS. (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. The indemnifying Party will pay all costs incurred by the indemnified party in obtaining reimbursement from third parties. Any matter for which Buyer or Seller is indemnified under this Agreement will not be taken into account as a Purchase Price Adjustment pursuant to Article XI. (d) To the extent the restrictions on indemnities set forth in La. Rev.

Application of Indemnities. All indemnities set forth in this Agreement shall extend toto the affiliates, and the indemnified parties hereunder shall include, the officerspartners, directors, managersemployees, agents, representatives, members, shareholders, officerssubsidiaries, membersheirs, partners, employees successors and Affiliates 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. (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, RESPECTIVELY, 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 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 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, PUNITIVE OR EXEMPLARY AND CONSEQUENTIAL 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 SUBSIDIARIES, AFFILIATES OR PARENTS OF A PARTY’S AFFILIATES) FOR WHICH A PARTY OWES AN INDEMNIFIED THE OTHER PARTY AN INDEMNITY UNDER THIS AGREEMENT SHALL NOT BE WAIVED. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT IS CONSPICUOUS. (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. The indemnifying Party will pay all costs incurred by the indemnified party in obtaining reimbursement from third parties. Any matter for which Buyer or Seller is indemnified under this Agreement will not be taken into account as a Purchase Price Adjustment pursuant to Article XI. (d) To the extent the restrictions on indemnities set forth in La. Rev.

Application of Indemnities. (a) All indemnities set forth in this Agreement shall extend to, and to the indemnified parties hereunder shall include, the officers, directors, managers, shareholders, officers, members, partners, employees and Affiliates Representatives 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. (ab) UNLESS THIS AGREEMENT EXPRESSLY PROVIDES TO THE CONTRARY, THE INDEMNITY, RELEASE, INDEMNITY AND RELEASE AND THE WAIVER AND ASSUMPTION PROVISIONS SET FORTH IN THIS AGREEMENT (INCLUDING THOSE SET FORTH IN SECTION 8.02 AND THIS ARTICLE XIII) APPLY, 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 NEGLIGENCENEGLIGENCE (BUT EXCLUDING GROSS NEGLIGENCE AND WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER FAULTLEGAL FAULT OF THE INDEMNIFIED PARTY OR ANY OF ITS REPRESENTATIVES. PURCHASER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT IS CONSPICUOUS. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (INCLUDING, WITHOUT LIMITATION, THE DEFINITION OF “CLAIMS”c) NEITHER BUYER PURCHASER NOR SELLER (NOR THEIR RESPECTIVE AFFILIATES, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, PARTNERS, OFFICERS, EMPLOYEES OR AGENTS) SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY, RESPECTIVELY, 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, 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 PURCHASER 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 RECOVERED BY A THIRD PARTY (OTHER THAN SUBSIDIARIES, AFFILIATES OR PARENTS OF A PARTY) FOR WHICH A PARTY OWES AN INDEMNIFIED THE OTHER PARTY AN INDEMNITY UNDER THIS AGREEMENT SHALL NOT BE WAIVED. BUYER PURCHASER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT IS CONSPICUOUS. (cd) 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 third-party owners under applicable joint operating agreements or other agreements, and for which the indemnified party is actually reimbursed by any third party. The indemnifying Party party will pay all costs incurred by the indemnified party in obtaining reimbursement from third parties. Any There will be no upward or downward adjustment in the Purchase Price as a result of any matter for which Buyer Purchaser or Seller is indemnified under this Agreement will not be taken into account as a Purchase Price Adjustment pursuant to Article XIAgreement. (d) To the extent the restrictions on indemnities set forth in La. Rev.