Common use of Coordination of Indemnification Rights Clause in Contracts

Coordination of Indemnification Rights. (a) Except for any action seeking specific performance and/or injunctive relief for the breach of any covenant contained in this Agreement, or for common law fraud or deceit, the indemnification provided any Person pursuant to this Article 14 shall be such Person’s sole remedy for any breach by any Party hereto of any representation, warranty or covenant contained in this Agreement, or in any certificate (to the extent such certificates relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection herewith, or in connection with the consummation of the transactions provided for hereby. (b) A Claim Notice in connection with any Section of this Article 14 shall be deemed to be a Claim Notice in connection with all Sections of this Article 14, pursuant to which the Person asserting such claim has any right to be indemnified, defended or held harmless. (c) Notwithstanding any provisions to the contrary contained in this Article 14, the right of any Person to be indemnified, defended or held harmless in connection with any claim pursuant to any Section of this Article 14 shall be reduced to the extent that such Person is or has been indemnified, defended and/or held harmless with respect to such claim, pursuant to any other provisions of this Agreement or any of the Related Agreements. (d) In the event that an Indemnified Party has a right of recovery against any third party with respect to any Damages in connection with which a payment is made to such Indemnified Party by an Indemnifying Party; then (i) such Indemnifying Party shall, to the extent of such payment, be subrogated to all of the rights of recovery of such Indemnified Party against such third party with respect to such Damages; and (ii) such Indemnified Party shall execute all papers required and take all action necessary to secure such rights, including, but not limited to, the execution of such documents as are necessary to enable such Indemnifying Party to bring suit to enforce such rights. (e) In the event of any conflict between this Article 14 and any other provisions of this Agreement, this Article 14 shall prevail.

Coordination of Indemnification Rights. (a) Except for any action seeking specific performance and/or injunctive relief for the breach of any covenant contained in this Agreement, or for common law fraud or deceit, the indemnification provided any Person pursuant to this Article 14 shall be such Person’s 's sole remedy for any breach by any Party hereto of any representation, warranty or covenant contained in this Agreement, or in any certificate or document (to the extent such certificates or documents relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection herewith, or in connection with the consummation of the transactions provided for hereby. (b) A Claim Notice in connection with any Section of this Article 14 shall be deemed to be a Claim Notice in connection with all Sections of this Article 14, pursuant to which the Person asserting such claim has any right to be indemnified, defended or held harmless. (c) Notwithstanding any provisions to the contrary contained in this Article 14, the right of any Person to be indemnified, defended or held harmless in connection with any claim pursuant to any Section of this Article 14 shall be reduced to the extent that such Person is or has been indemnified, defended and/or held harmless with respect to such claim, pursuant to any other provisions of this Agreement or any of the Related Agreements. (d) In the event that an Indemnified Party has a right of recovery against any third party with respect to any Damages in connection with which a payment is made to such Indemnified Party by an Indemnifying Party; , then (i) such Indemnifying Party shall, to the extent of such payment, be subrogated to all of the rights of recovery of such Indemnified Party against such third party with respect to such Damages; Damages and (ii) such Indemnified Party shall execute all papers required and take all action reasonably necessary to secure such rights, including, but not limited to, the execution of such documents as are reasonably necessary to enable such Indemnifying Party to bring suit to enforce such rights. (e) In the event of any conflict between this Article 14 and any other provisions of this Agreement, this Article 14 shall prevail.

Coordination of Indemnification Rights. (a) Except for any action seeking specific performance and/or injunctive relief for the breach of any covenant contained in this Agreement, or for common law fraud or deceit, the indemnification provided any Person pursuant to this Article 14 shall be such Person’s sole remedy for any breach by any Party hereto of any representation, warranty or covenant contained in this Agreement, or in any certificate (to the extent such certificates relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection herewith, or in connection with the consummation of the transactions provided for hereby. (b) A Claim Notice in connection with any Section of this Article 14 IX shall be deemed to be a Claim Notice in connection with all Sections of this Article 14IX, pursuant to which the Person asserting such claim has any right to be indemnified, defended or held harmless. (c) Notwithstanding any provisions to the contrary contained in this Article 14, the right of any Person to be indemnified, defended or held harmless in connection with any claim pursuant to any Section of this Article 14 shall be reduced to the extent that such Person is or has been indemnified, defended and/or held harmless with respect to such claim, pursuant to any other provisions of this Agreement or any of the Related Agreements. (db) In the event that an Indemnified Party has a right of recovery against any third party with respect to any Damages in connection with which a payment is made to such Indemnified Party by an Indemnifying Party; then (i) such Indemnifying Party shall, to the extent of such payment, be subrogated to all of the rights of recovery of such Indemnified Party against such third party with respect to such Damages; and (ii) such Indemnified Party shall execute all papers required and take all action necessary to secure such rights, including, but not limited to, the execution of such documents as are necessary to enable such Indemnifying Party to bring suit to enforce such rightsright. (ec) In An Indemnified Party shall take all commercially reasonable steps to mitigate damages in respect of any claim for which it is seeking indemnification and shall use commercially reasonable efforts to avoid any costs or expenses associated with such claim and, if such costs and expenses cannot be avoided, to minimize the amount thereof. (d) Except as provided in Section 8.08, in the event of any conflict between this Article 14 IX and any other provisions of this AgreementAgreement or the Related Agreements, this Article 14 IX shall prevail. (e) The Equityholders and the Seller Representative hereby agree that they will not make any claim for indemnification or advancement of expenses against Buyer or the Company by reason of the fact that such Equityholder was a controlling person, director, officer, stockholder, optionholder, employee, agent or representative of the Company or was serving as such for another Person at the request of the Company (whether such claim is pursuant to any statute, organizational document, contractual obligation or otherwise) with respect to any claim brought by an Indemnified Party in accordance with this Agreement, including, without limitation, Article VIII or this Article IX. Each of the Equityholders expressly waives and releases any and all rights of contribution, subrogation, advancement, indemnification or other claim against Buyer or the Company.

Coordination of Indemnification Rights. (a) Except for any action seeking specific performance and/or injunctive relief for the breach of any covenant contained in this Agreement, or for common law fraud or deceit, the indemnification provided any Person pursuant to this Article 14 shall be such Person’s sole remedy for any breach by any Party hereto of any representation, warranty or covenant contained in this Agreement, or in any certificate (to the extent such certificates relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection herewith, or in connection with the consummation of the transactions provided for hereby. (b) A Claim Notice in connection with any Section of this Article 14 IX shall be deemed to be a Claim Notice in connection with all Sections of this Article 14IX, pursuant to which the Person asserting such claim has any right to be indemnified, defended or held harmless. (c) Notwithstanding any provisions to the contrary contained in this Article 14, the right of any Person to be indemnified, defended or held harmless in connection with any claim pursuant to any Section of this Article 14 shall be reduced to the extent that such Person is or has been indemnified, defended and/or held harmless with respect to such claim, pursuant to any other provisions of this Agreement or any of the Related Agreements. (db) In the event that an Indemnified Party has a right of recovery against any third party with respect to any Damages in connection with which a payment is made to such Indemnified Party by an Indemnifying Party; then (i) such Indemnifying Party shall, to the extent of such payment, be subrogated to all of the rights of recovery of such Indemnified Party against such third party with respect to such Damages; and (ii) such Indemnified Party shall execute all papers required and take all action necessary to secure such rights, including, but not limited to, the execution of such documents as are necessary to enable such Indemnifying Party to bring suit to enforce such rightsright. (ec) In An Indemnified Party shall take all commercially reasonable steps to mitigate damages in respect of any claim for which it is seeking indemnification and shall use commercially reasonable efforts to avoid any costs or expenses associated with such claim and, if such costs and expenses cannot be avoided, to minimize the amount thereof. (d) Except as provided in Section 8.08, in the event of any conflict between this Article 14 IX and any other provisions of this AgreementAgreement or the Related Agreements, this Article 14 IX shall prevail. (e) The Equityholders and the Seller Representative hereby agree that they will not make any claim for indemnification or advancement of expenses against Buyer or the Company by reason of the fact that such Equityholder was a controlling person, director, officer, stockholder, -47- optionholder, employee, agent or representative of the Company or was serving as such for another Person at the request of the Company (whether such claim is pursuant to any statute, organizational document, contractual obligation or otherwise) with respect to any claim brought by an Indemnified Party in accordance with this Agreement, including, without limitation, Article VIII or this Article IX. Each of the Equityholders expressly waives and releases any and all rights of contribution, subrogation, advancement, indemnification or other claim against Buyer or the Company.

Coordination of Indemnification Rights. (a) Except for any action seeking specific performance and/or injunctive relief for the breach of any covenant contained in this Agreement, or for common law fraud or deceit, the indemnification provided any Person pursuant to this Article 14 shall be such Person’s 's sole remedy for any breach by any Party hereto of any representation, warranty or covenant contained in this Agreement, or in any certificate or document (to the extent such certificates or documents relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection herewith, or in connection with the consummation of the transactions provided for hereby. (b) A Claim Notice in connection with any Section of this Article 14 shall be deemed to be a Claim Notice in connection with all Sections of this Article 14, pursuant to which the Person asserting such claim has any right to be indemnified, defended or held harmless. (c) Notwithstanding any provisions to the contrary contained in this Article 14, the right of any Person to be indemnified, defended or held harmless in connection with any claim pursuant to any Section of this Article 14 shall be reduced to the extent that such Person is or has been indemnified, defended and/or held harmless with respect to such claimharmless, pursuant to any other provisions of this Agreement or any of the Related Agreements. (d) In the event that an Indemnified Party has a right of recovery against any third party with respect to any Damages in connection with which a payment is made to such Indemnified Party by an Indemnifying Party; then then (i) such Indemnifying Party shall, to the extent of such payment, be subrogated to all of the rights of recovery of such Indemnified Party against such third party with respect to such Damages; and and (ii) such Indemnified Party shall execute all papers required and take all action necessary to secure such rights, including, but not limited to, the execution of such documents as are necessary to enable such Indemnifying Party to bring suit to enforce such rights. (e) The Indemnifying Party, in its sole discretion and upon notice to the Indemnified Party, may elect to set off any amount payable to the Indemnified Party under this Agreement by the Indemnifying Party against any amount for which the Indemnifying Party is entitled to indemnification under this Article 14, provided that the Indemnified Party shall be indemnified in the manner provided in this Article 14 for any indemnifiable amount not covered by such set off. (f) In the event of any conflict between this Article 14 and any other provisions of this Agreement, this Article 14 shall prevail.

Coordination of Indemnification Rights. (a) Except for any action seeking specific performance and/or injunctive relief for the breach of any covenant contained in this Agreement, or for common law fraud or deceit, the indemnification provided any Person pursuant to this Article 14 shall be such Person’s sole remedy for any breach by any Party hereto of any representation, warranty or covenant contained in this Agreement, or in any certificate or document (to the extent such certificates or documents relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection herewith, or in connection with the consummation of the transactions provided for hereby. (b) A Claim Notice in connection with any Section of this Article 14 shall be deemed to be a Claim Notice in connection with all Sections of this Article 14, pursuant to which the Person asserting such claim has any right to be indemnified, defended or held harmless. (c) Notwithstanding any provisions to the contrary contained in this Article 14, the right of any Person to be indemnified, defended or held harmless in connection with any claim pursuant to any Section of this Article 14 shall be reduced to the extent that such Person is or has been indemnified, defended and/or held harmless with respect to such claim, pursuant to any other provisions of this Agreement or any of the Related Agreements. (d) In the event that an Indemnified Party has a right of recovery against any third party with respect to any Damages in connection with which a payment is made to such Indemnified Party by an Indemnifying Party; then (i) such Indemnifying Party shall, to the extent of such payment, be subrogated to all of the rights of recovery of such Indemnified Party against such third party with respect to such Damages; and (ii) such Indemnified Party shall execute all papers required and take all action necessary to secure such rights, including, but not limited to, the execution of such documents as are necessary to enable such Indemnifying Party to bring suit to enforce such rights. (e) (e) In the event of any conflict between this Article 14 and any other provisions of this Agreement, this Article 14 shall prevail.

Coordination of Indemnification Rights. (ai) Except for any action seeking specific performance and/or injunctive relief for the breach of any covenant contained in this Agreement, or for common law fraud or deceit, the indemnification provided to any Person pursuant to this Article 14 Agreement shall be such Person’s 's sole remedy for any breach by any Party party hereto of any representation, warranty or covenant contained in this Agreement, or in any certificate (to the extent such certificates relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection herewith, Agreement or in connection with the consummation of the transactions provided for contemplated hereby. (b) A Claim Notice in connection with any Section of this Article 14 shall be deemed to be a Claim Notice in connection with all Sections of this Article 14, pursuant to which the Person asserting such claim has any right to be indemnified, defended or held harmless. (cii) Notwithstanding any provisions to the contrary contained in this Article 14Agreement, the right of any Person to be indemnified, defended or and/or held harmless in connection with any claim pursuant to any Section of this Article 14 Agreement shall be reduced to the extent that such Person is or has been indemnified, defended and/or held harmless with respect to such claim, pursuant to any other provisions provision of this Agreement or any Ancillary Agreements in respect of all Losses and Expenses which are the Related Agreementssubject of such claim. (diii) In the event that an Indemnified Party has a right of recovery against any third party with respect to any Damages damages in connection with which a payment is made to such Indemnified Party by an Indemnifying Party; , then (i1) such Indemnifying Party shall, to the extent of such payment, be subrogated to all of the rights of recovery of such Indemnified Party against such third party with respect to such Damages; Losses and Expenses and (ii2) such Indemnified Party shall shall, at no expense to the Indemnified Party, execute all papers documents required and take all action reasonably necessary to secure such rights, including, but not limited to, including the execution of such documents as are necessary to enable such Indemnifying Party to bring suit to enforce such rights. (e) In the event of any conflict between this Article 14 and any other provisions of this Agreement, this Article 14 shall prevail.

Coordination of Indemnification Rights. (a) Except for any action seeking specific performance and/or injunctive relief for the breach of any covenant contained in this Agreement, or for common law fraud or deceit, the indemnification provided any Person pursuant to this Article 14 shall be such Person’s 's sole remedy for any breach by any Party hereto of any representation, warranty or covenant contained in this Agreement, or in any certificate or document (to the extent such certificates or documents relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection herewith, or in connection with the consummation of the transactions provided for hereby. (b) A Claim Notice in connection with any Section of this Article 14 shall be deemed to be a Claim Notice in connection with all Sections of this Article 14, pursuant to which the Person asserting such claim has any right to be indemnified, defended or held harmless. (c) Notwithstanding any provisions to the contrary contained in this Article 14, the right of any Person to be indemnified, defended or and/or held harmless in connection with any claim pursuant to any Section of this Article 14 shall be reduced to the extent that such Person is or has been indemnified, defended and/or held harmless with respect to such claimharmless, pursuant to any other provisions of this Agreement or any of the Related Agreements. In the event that the same act, omission or event could, disregarding thresholds or time limits, be subject to indemnity under both Sections 14.01A(i) and 14.01A(ii), only the indemnification, if any, under Section 14.01A(ii) shall be applicable. (dc) In the event that an Indemnified Party has a right of recovery against any third party with respect to any Damages in connection with which a payment is made to such Indemnified Party by an Indemnifying Party; , then (i) such Indemnifying Party shall, to the extent of such payment, be subrogated to all of the rights of recovery of such Indemnified Party against such third party with respect to such Damages; , and (ii) such Indemnified Party shall execute all papers required and take all action necessary to secure such rights, including, but not limited to, the execution of such documents as are necessary to enable such Indemnifying Party to bring suit to enforce such rights. (d) The Indemnifying Party, in its sole discretion and upon notice to the Indemnified Party, may elect to set off any amount payable to the Indemnified Party by the Indemnifying Party against any amount for which the Indemnifying Party is entitled to indemnification under this Article 14, or any other amount payable by the Indemnified Party to the indemnifying Party; provided that the Indemnified Party shall be indemnified in the manner provided in this Article 14 for any indemnifiable amount not covered by such set off. (e) In the event of any conflict between this Article 14 and any other provisions of this Agreement, this Article 14 shall prevail. (f) Except as otherwise expressly provided to the contrary in this Agreement, each of the Parties to this Agreement hereby releases the other Party from any and all claims, whether known or unknown, seen or unseen, arising out of or connected directly or indirectly with any Release, Environmental Liability or the existence of any hydrocarbon substances on, in or under Assets or the Seller Retained Assets.

Coordination of Indemnification Rights. (a) Except for any action seeking specific performance and/or injunctive relief for the breach of any covenant contained in this Agreement, or for common law fraud or deceit, the indemnification provided any Person pursuant to this Article 14 shall be such Person’s 's sole remedy for any breach by any Party hereto of any representation, warranty or covenant contained in this Agreement, or in any certificate (to the extent such certificates relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection herewith, or in connection with the consummation of the transactions provided for hereby. (b) A Claim Notice in connection with any Section of this Article 14 shall be deemed to be a Claim Notice in connection with all Sections of this Article 14, pursuant to which the Person asserting such claim has any right to be indemnified, defended or held harmless. (c) Notwithstanding any provisions to the contrary contained in this Article 14, the right of any Person to be indemnified, defended or held harmless in connection with any claim pursuant to any Section of this Article 14 shall be reduced to the extent that such Person is or has been indemnified, defended and/or held harmless with respect to such claim, pursuant to any other provisions of this Agreement or any of the Related Agreements. (d) In the event that an Indemnified Party has a right of recovery against any third party with respect to any Damages in connection with which a payment is made to such Indemnified Party by an Indemnifying Party; then (i) such Indemnifying Party shall, to the extent of such payment, be subrogated to all of the rights of recovery of such Indemnified Party against such third party with respect to such Damages; and (ii) such Indemnified Party shall execute all papers required and take all action necessary to secure such rights, including, but not limited to, the execution of such documents as are necessary to enable such Indemnifying Party to bring suit to enforce such rights. (e) In the event of any conflict between this Article 14 and any other provisions of this Agreement, this Article 14 shall prevail, provided this Article 14 shall be subject to the provisions of the Environmental Agreement with respect to matters addressed in the Environmental Agreement.

Coordination of Indemnification Rights. (a) Except for any action seeking Damages, specific performance and/or or injunctive relief for the breach of any covenant contained in this Agreement, or for common law fraud or deceitdeceit in the negotiation or execution of this Agreement, the indemnification provided any Person pursuant to this Article 14 XIV shall be such Person’s sole and exclusive remedy for any breach by any Party hereto of any representation, warranty or covenant contained in this Agreement, the Environmental Agreement or in any certificate or document (to the extent such certificates or documents relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection herewith, or in connection with the consummation of the transactions provided for hereby. Without limiting the prior sentence, each of Seller and Buyer hereby waives (on its behalf and on behalf of any other Indemnified Party) any claim or cause of action pursuant to common or statutory law or otherwise against Seller and Buyer and their respective Affiliates with respect to claims of any nature whatsoever that are attributable to the Acquired Assets or the Operations, whether arising before, on or after the Closing Date; provided, however, the foregoing limitation shall not (i)apply in the event of fraud or willful misconduct by Seller or Buyer in the negotiation or execution of this Agreement or (ii) alter, limit or impair Seller’s or Buyer’s obligations arising from this Agreement or the Related Agreements. The provisions of this Section 14.05(a) shall not limit or diminish the liability of Seller, Buyer or their respective Affiliates for their negligence or willful misconduct, if any, committed prior to or after the Closing. Additionally, the provisions of this Section 14.05(a) shall not limit or diminish the rights of a Party to cross claim against a Party for claims arising from a Third Party Claim provided such cross claim does not include any claim for Damages from the other Party except to the extent of the other Party’s proportionate share of the third party’s damages or other third party relief granted, if any. (b) A Claim Notice in connection with any Section of this Article 14 XIV shall be deemed to be a Claim Notice in connection with all Sections of this Article 14XIV, pursuant to which the Person asserting such claim has any right to be indemnified, defended or held harmless. (c) Notwithstanding any provisions to the contrary contained in this Article 14XIV, the right of any Person to be indemnified, defended or held harmless in connection with any claim pursuant to any Section of this Article 14 XIV shall be reduced (i) to the extent that such Person is or has been indemnified, defended and/or or held harmless with respect to such claim, pursuant to any other provisions of this Agreement or any of the Related AgreementsAgreements and (ii) by any insurance proceeds or other similar payment actually received by the Indemnified Party as a result of the events giving rise to the claim for indemnification. (d) In the event that an Indemnified Party has a right of recovery against any third party with respect to any Damages in connection with which a payment is made to such Indemnified Party by an Indemnifying Party; then (i) such Indemnifying Party shall, to the extent of such payment, be subrogated to all of the rights of recovery of such Indemnified Party against such third party with respect to such Damages; and (ii) such Indemnified Party shall execute all papers required and take all action necessary to secure such rights, including, but not limited to, including the execution of such documents as are necessary to enable such Indemnifying Party to bring suit to enforce such rights. (e) An Indemnified Party shall take all commercially reasonable steps to mitigate damages in respect of any claim for which it is seeking indemnification and shall use commercially reasonable efforts to avoid any costs or expenses associated with such claim and, if such costs and expenses cannot be avoided, to minimize the amount thereof. (f) In the event of any conflict between this Article 14 XIV and any other provisions of this AgreementAgreement or the Related Agreements, this Article 14 XIV shall prevail.