Indemnification Costs and Expenses. Section 5.01 Indemnification by Regency. Regency agrees to indemnify the Purchaser, Energy Transfer Equity, L.P., LE GP, LLC and their respective Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to (a) the breach of any of the representations, warranties or covenants of Regency contained herein, provided such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (whether or not such Purchaser Related Party is a primary defendant) (i) with respect to any breach of fiduciary duty (whether arising at law, in equity or by contract) or (ii) any violation of law or regulation by any Regency Related Party, in the case of (i) or (ii) in connection with the entry into this Agreement and the performance of the transactions contemplated hereby; provided, however, that no Purchaser Related Party shall be entitled to recover special, consequential or punitive damages with respect to claims pursuant to clause (a) of this Section 5.01. Notwithstanding anything to the contrary, consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnification.
Indemnification Costs and Expenses. Pay all amounts required to be paid by the Company pursuant to Section 11.15.
Indemnification Costs and Expenses. To the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so, each Lender other than CITBC agrees to reimburse CITBC, against, and hold CITBC, harmless from, on demand, to the extent of each such Lender's Commitment Percentage of, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever (including, without limitation, disbursements necessary, in the judgment of CITBC, to preserve or protect the Collateral), that may at any time be imposed on, incurred by, or asserted against CITBC, in any way relating to a Letter of Credit, the Letter of Credit Guaranties or any other Loan Document or other instrument relating to any of the foregoing, or the transactions contemplated in this Article IX or in any Letter of Credit Guaranty, or any action taken or omitted by CITBC, under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from CITBC's, gross negligence or willful misconduct. The covenants contained in this Section shall survive the termination of this Agreement.
Indemnification Costs and Expenses. Section 8.1 Survival of Representations and Warranties 34 Section 8.2 Indemnification 34 Section 8.3 Indemnification Procedure 35 Section 8.4 Limitations 36 Section 8.5 Calculation of Losses 36 Section 8.6 No Duplication 37 Section 8.7 Tax Treatment of Indemnity Payments 37 Section 8.8 Release 37 Section 8.9 Exclusive Remedy 37 Section 8.10 No Reliance 37
Indemnification Costs and Expenses. Indemnification by the Contributor Parties 60 Section 7.2 Indemnification by Acquiror 60 Section 7.3 Limitations and Other Indemnity Claim Matters 61 Section 7.4 Indemnification Procedure 63 Section 7.5 Calculation of Losses 64 Section 7.6 No Duplication 64 Section 7.7 Tax Treatment of Indemnity Payments 64 Section 7.8 Release 64 Section 7.9 Exclusive Remedy 65 Section 7.10 No Reliance 65
Indemnification Costs and Expenses. Section 6.01
Indemnification Costs and Expenses. Section 7.1 Indemnification by BreitBurn 18 Section 7.2 Indemnification by Purchasers 18 Section 7.3 Indemnification Procedure 19
Indemnification Costs and Expenses. Section 5.01 Indemnification by Inergy 16 Section 5.02 Indemnification by Purchaser 16 Section 5.03 Indemnification Procedure 16
Indemnification Costs and Expenses. (a) The costs and expenses, including, but not limited to, fees and disbursements of counsel, incurred by an Indemnified Party in connection with any claim for which the Indemnifying Party is obligated to indemnify hereunder shall be reimbursed on a calendar quarterly basis by the Indemnifying Party without prejudice to the Indemnifying Party's right to, in good faith, contest the Indemnified Party's right to indemnification and receive a refund in the event the Indemnifying Party is ultimately held not obligated to provide indemnity hereunder; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of counsel for the Indemnified Party from and after the date on which the Indemnifying Party commences its defense of the Indemnified Party pursuant to the provisions hereof.
(b) No Indemnifying Party will have any obligations under Sections 8.1(a)(i), (ii), (iii), or 8.1(b)(i), (ii), (iii) until the cumulative aggregate amount of Damages incurred or suffered by the Indemnified Party which the Indemnifying Party is otherwise subject to under this Agreement exceeds $25,000, at which time the entire cumulative aggregate amount of such Damages shall be covered. The cumulative aggregate amount of (1) Damages for which any Indemnifying Party shall be liable pursuant to Sections 8.1(a)(i), (ii), (iii), or 8.1(b)(i), (ii), (iii) or 8.1(c), and (2) incidental or consequential Damages for which any Indemnifying Party shall be liable pursuant to Sections 8.1(a)(iv), (v) or 8.1(b)(iv), shall not exceed Fifty-Two Million Dollars ($52,000,000), plus (ii) the amount of royalties paid by JMED to Lilly pursuant to the provisions of Section 3.3 hereof. The provisions of this Section 8.3(b) shall not limit or otherwise affect the obligations of any Indemnifying Party under any other Section of this
Indemnification Costs and Expenses. Section 4.1 Indemnification by the Seller 9 Section 4.2 Indemnification by the Purchaser 10 Section 5.1 Legend 10
