Covered Claims and Parties. All indemnities set forth in this Agreement extend to the officers, directors, employees and affiliates of the party indemnified. Unless this Agreement expressly provides to the contrary, the indemnities set forth in this Agreement apply regardless of whether the indemnified party (or its employees, agents, contractors, successors or assigns) causes, in whole or part, an indemnified Claim, including indemnified Claims arising out of or resulting, in whole or part, from the condition of the Property or the indemnified party's (or its employees', agents', contractors', successors' or assigns') sole or concurrent negligence, strict liability or fault. However, the indemnities set forth in this Agreement do not extend to any part of an indemnified Claim that (i) is the result of the gross negligence, willful misconduct or fraud of the indemnified party, (ii) is the result of the imposition of punitive damages on the indemnified party arising from the acts of the indemnified party, or (iii) is the result of the imposition of civil or criminal fines or penalties by any court or regulatory authority on the indemnified party due the indemnified party's failure to comply with applicable laws, regulations or orders.
Appears in 2 contracts
Samples: Share and Pipeline Purchase Agreement (Stone Energy Corp), Purchase and Sale Agreement (Stone Energy Corp)
Covered Claims and Parties. All indemnities set forth in this Agreement extend to the officers, directors, employees employees, parents, subsidiaries and affiliates of the party Party indemnified. Unless this Agreement expressly provides to the contrary, the indemnities set forth in this Agreement apply regardless of whether the indemnified party Party (or its employees, agents, contractors, successors or assigns) causes, in whole or part, an indemnified Claim, including indemnified Claims arising out of or resulting, in whole or part, from the condition of the Property Assets or the indemnified partyParty's (or its employees', agents', contractors', successors' or assigns') sole or concurrent negligence, strict liability or fault. However, the indemnities set forth in this Agreement do not extend to any part of an indemnified Claim that (i) is the result of the gross negligence, willful misconduct or fraud of the indemnified partyParty, (ii) is the result of the imposition of punitive or consequential damages on the indemnified party Party arising from the acts of the indemnified partyParty, or (iii) is the result of the imposition of civil or criminal fines or penalties by any court or regulatory authority on the indemnified party Party due to the indemnified partyParty's failure to comply with applicable laws, regulations or orders.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Energy Partners LTD), Purchase and Sale Agreement (Energy Partners LTD)