Common use of Indemnification by the Contributor Parties Clause in Contracts

Indemnification by the Contributor Parties. Subject to the terms of this Article VIII, from and after the Contribution Closing (other than with respect to clause (e)(iii) below, which shall apply at all times), the Contributor Parties shall jointly and severally indemnify and hold harmless Acquirer and its Affiliates and their partners, members, managers, directors, officers, employees, consultants and permitted assigns (each, an “Acquirer Indemnitee”) from and against any Losses, whether or not involving a Third Party Claim, suffered by any such Acquirer Indemnitee and relating to: (a) any breach or inaccuracy of the representations and warranties set forth in Article III (other than matters relating to any Unitholder Litigation of the Contributor Parties); (b) any breach of any covenants or agreements of the Contributor Parties set forth in this Agreement; (c) Excluded Taxes; (d) Retained Propane Business Liabilities; and (e) Any (i) Retained Asset, (ii) Non-Propane Business Liabilities, (iii) Unitholder Litigation of the Contributor Parties, (iv) Liabilities listed on Schedule 2.1(a)(iii) of the Contributor Disclosure Schedule, and (v) claims or potential claims of which the Contributor Parties are required to notify their insurance carriers under the last sentence of Section 5.18 (sub-clauses (i) through (v), collectively, the “Other Retained Liabilities”).

Indemnification by the Contributor Parties. Subject to the terms of this Article VIIIX, from and after the Contribution Closing (other than with respect to clause (e)(iii) below, which shall apply at all times)Closing, the Contributor Parties shall shall, jointly and severally severally, indemnify and hold harmless Acquirer Acquiror Parent, Acquiror, the Company and its their respective Affiliates and each of their respective direct or indirect members (including partners, shareholders and members of members), managers, directors, officers, employees, consultants Representatives and permitted assigns (eachcollectively, an the “Acquirer IndemniteeAcquiror Parent Indemnitees”) to the fullest extent permitted by Law, from and against against, without any duplication and subject to Section 10.9, losses, Claims, Taxes, penalties, fines, disbursements, deficiencies, damages, Liabilities, amounts paid in settlement and costs and expenses (collectively, “Losses”) incurred, whether arising out of or not involving a Third Party Claim, suffered by any such Acquirer Indemnitee and relating to: (a) other than any breach of the Contributor Party Fundamental Representations or inaccuracy of the representations and warranties set forth in Article III (other than matters relating to Section 5.11 or Section 5.15, any Unitholder Litigation breach of any of the representations or warranties of the Contributor PartiesParties contained in Article IV or Article V or the certification delivered to Acquiror Parent and Acquiror pursuant to Section 8.2(d); (b) any breach of any of the Contributor Party Fundamental Representations or, subject to Section 10.3(f), the representations and warranties set forth in Section 5.11; (c) any breach of the representations or warranties of Contributor Party contained in Section 5.15; (d) any breach of any of the covenants or agreements of the Contributor Parties set forth contained in this Agreement; (ce) Excluded any and all Contributor Party Taxes; (d) Retained Propane Business Liabilities; and (ef) Any (i) Retained Asset, (ii) Non-Propane Business any Specific Liabilities, (iii) Unitholder Litigation of the Contributor Parties, (iv) Liabilities listed on Schedule 2.1(a)(iii) of the Contributor Disclosure Schedule, and (v) claims or potential claims of which the Contributor Parties are required to notify their insurance carriers under the last sentence of Section 5.18 (sub-clauses (i) through (v), collectively, the “Other Retained Liabilities”).