Common use of Indemnification Limitation Clause in Contracts

Indemnification Limitation. (a) Each Indemnified Party under this Article IX shall use its reasonable efforts to mitigate Damages for which it seeks indemnification hereunder, and shall assign to the Indemnifying Party all of such Indemnified Party's claims for recovery against third parties as to Damages, whether by insurance coverage, contribution claims, subrogation or otherwise. (b) Phil▇▇▇▇' ▇▇ligation to indemnify Chevron and its Affiliates and the Company and its Affiliates as provided in Section 9.2(a)(i) shall not become effective until the aggregate of all Damages sustained by Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2(a)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2(a)(i) exceeds the Basket, then Chevron and its Affiliates and the Company and its Affiliates shall be entitled to assert claims under this Article IX for indemnification for the amount of such Damages in excess of the Basket only; PROVIDED that Phil▇▇▇▇' ▇▇ligation with respect to indemnification under Section 9.2(a)(i) shall not exceed the Cap in the aggregate. (c) Chevron's obligation to indemnify Phil▇▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates as provided in Section 9.2(b)(i) shall not become effective until the aggregate of all Damages sustained by Phil▇▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates as described in Section 9.2(b)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by Phil▇▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates as described in Section 9.2(b)(i) exceeds the Basket, then Phil▇▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates shall be entitled to assert claims under this Article IX for indemnification for the amount of such Damages in excess of the Basket only; PROVIDED that Chevron's obligation with respect to indemnification under Section 9.2(b)(i) shall not exceed the Cap in the aggregate. 56 63 (d) Notwithstanding the foregoing, none of Phil▇▇▇▇, ▇▇evron or the Company or their respective Affiliates shall be entitled to assert claims for indemnification under this Article IX unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds $2,000,000 in the aggregate.

Indemnification Limitation. (a) Each Indemnified Party under this Article IX shall use its reasonable efforts to mitigate Damages for which it seeks indemnification hereunder, and shall assign to the Indemnifying Party all of such Indemnified Party's claims for recovery against third parties as to Damages, whether by insurance coverage, contribution claims, subrogation or otherwise. (b) PhilPhillips' obligation to indemn▇▇▇ ▇▇▇▇' ▇▇ligation to indemnify Chevron ron and its Affiliates and the Company and its Affiliates as provided in Section 9.2(a)(i) shall not become effective until the aggregate of all Damages sustained by Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2(a)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2(a)(i) exceeds the Basket, then Chevron and its Affiliates and the Company and its Affiliates shall be entitled to assert claims under this Article IX for indemnification for the amount of such Damages in excess of the Basket only; PROVIDED provided that PhilPhillips' obligation with resp▇▇▇ ▇▇ ▇' ▇▇ligation with respect to indemnification ndemnification under Section 9.2(a)(i) shall not exceed the Cap in the aggregate. (c) Chevron's obligation to indemnify Phil▇Phillips and its Affiliates ▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates as provided in Section 9.2(b)(i) shall not become effective until the aggregate of all Damages sustained by Phil▇▇Phillips and its Affiliates a▇▇ ▇▇▇ its Affiliates and the Company ▇ompany and its Affiliates as described in Section 9.2(b)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by Phil▇Phillips and its Affiliates ▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates as described in Section 9.2(b)(i) exceeds the Basket, then Phil▇Phillips and its Affiliates an▇ ▇▇▇ ▇▇▇ its Affiliates and the Company mpany and its Affiliates shall be entitled to assert claims under this Article IX for indemnification for the amount of such Damages in excess of the Basket only; PROVIDED provided that Chevron's obligation with respect to indemnification under Section 9.2(b)(i) shall not exceed the Cap in the aggregate. 56 63 . (d) Notwithstanding the foregoing, none of PhilPhillips, Chevron or the Comp▇▇▇ ▇▇ ▇, ▇▇evron or the Company or their heir respective Affiliates shall be entitled to assert claims for indemnification under this Article IX unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds $2,000,000 in the aggregate. (e) For avoidance of doubt, the indemnification provisions set forth in Sections 9.1, 9.2(a)(ii) and 9.2(b)(ii) shall not be subject to the Basket or Cap. (f) The parties hereto agree that the indemnification provisions in this Article IX shall be the exclusive remedy of the parties with respect to breaches of the representations and warranties in Articles IV and V, except for actions grounded in fraud, with respect to which the remedies and limitations set forth in this Agreement shall not apply or in any manner limit the scope or availability of any other remedy at law or in equity.

Indemnification Limitation. (a) Each Indemnified Party under this Article IX Annex C shall use its reasonable efforts to mitigate Damages for which it seeks indemnification hereunder, hereunder and shall assign to the Indemnifying Party all of such Indemnified Party's claims for recovery against third parties as to Damages, whether by insurance coverage, contribution claims, subrogation or otherwise; provided, however, that the failure of such Indemnified Party to successfully mitigate such Damages shall not affect such Indemnified Party's right to be indemnified with respect to such Damages so long as such Indemnified Party shall have used its reasonable efforts to mitigate. (b) PhilIf the Company experiences a post-Closing Release at the Borg▇▇ ▇▇▇l Property, Swee▇' ▇ ▇▇ligation ▇l Property, Pascagoula Real Property, or Port Arth▇▇ ▇▇▇l Property and, in the process of responding to indemnify Chevron and its Affiliates and such Release also investigates or remediates Pre-Closing Groundwater Contamination, then, for the first $1,000,000 in expenses paid by the Company and its Affiliates as provided in Section 9.2(a)(i) attributable to such Pre-Closing Groundwater Contamination, the Company shall not become effective until the aggregate of all Damages sustained by Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2(a)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2(a)(i) exceeds the Basket, then Chevron and its Affiliates and the Company and its Affiliates shall be entitled to assert claims indemnity under this Article IX for indemnification for the amount of such Damages in excess of the Basket only; PROVIDED that Phil▇▇▇▇' ▇▇ligation with respect to indemnification under Section 9.2(a)(iSections 2.2(a)(iii) or 2.2(b)(iii) hereof and shall not exceed the Cap in the aggregate. (c) Chevron's obligation to indemnify release Chevron and Phil▇▇▇▇ ▇▇▇m liability for such a claim. The $1,000,000 threshold set forth in the foregoing sentence shall apply separately to each remedial effort. (c) If either Chevron or Phil▇▇▇▇ its Affiliates and (▇▇ the Company and its Affiliates as provided in Section 9.2(b)(i) shall not become effective until acting at the aggregate request of all Damages sustained by either Phil▇▇▇▇ ▇▇▇ its Affiliates and Chevron), in responding to Pre-Closing Groundwater Contamination, is required to investigate or remediate any other contamination on the Company and its Affiliates as described in Section 9.2(b)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by Phil▇▇Borg▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates as described in Section 9.2(b)(i) exceeds the Basket▇l Property, then Phil▇▇Swee▇▇ ▇▇▇l Property, Pascagoula Real Property or Port Arth▇▇ its Affiliates and the Company and its Affiliates shall be entitled to assert claims under this Article IX for indemnification ▇▇▇l Property, then, for the amount of such Damages first $1,000,000 in excess of the Basket only; PROVIDED that Chevron's obligation with respect to indemnification under Section 9.2(b)(i) shall not exceed the Cap in the aggregate. 56 63 (d) Notwithstanding the foregoing, none of expenses paid by Chevron or Phil▇▇▇▇, ▇▇ the case may be, attributable to such other contamination; Chevron or Phil▇evron or ▇▇▇, ▇▇ the Company or their respective Affiliates case may be, shall not be entitled to assert claims indemnity under Section 2.1 hereof and shall release the Company from liability for indemnification under this Article IX unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds such a claim. The $2,000,000 1,000,000 threshold set forth in the aggregateforegoing sentence shall apply separately to each remedial effort.

Indemnification Limitation. (a) Each Indemnified Party under this Article IX X shall use its reasonable efforts to mitigate Damages for which it seeks indemnification hereunder, hereunder and shall assign to the Indemnifying Party all of such Indemnified Party's ’s claims for recovery against third parties as to Damages, whether by insurance coverage, contribution claims, subrogation or otherwise. (b) Phil▇▇▇▇' ▇▇ligation Except as otherwise provided herein, Company’s obligation to indemnify Chevron the other Parties and its Affiliates and the Company and its their respective Affiliates as provided in Section 9.2(a)(i) 10.1 shall not become effective until the aggregate of all Damages sustained by Chevron the other Parties and its Affiliates and the Company and its their respective Affiliates as described in Section 9.2(a)(i) 10.1 shall have exceeded the Applicable Basket. If the aggregate amount of Damages sustained by Chevron the other Parties and its Affiliates and the Company and its their respective Affiliates as described in Section 9.2(a)(i) 10.1 exceeds the Basket, Applicable Basket then Chevron the other Parties and its Affiliates and the Company and its their Affiliates shall be entitled to assert claims under this Article IX X for indemnification for the amount of such Damages in excess of the Applicable Basket only; PROVIDED provided that Phil▇▇▇▇' ▇▇ligation with respect to indemnification Company’s obligation under Section 9.2(a)(i) this Article X shall not exceed the Applicable Cap in the aggregate. (c) Chevron's Except as otherwise provided herein, COP’s obligation to indemnify Phil▇▇▇▇ ▇▇▇ its Affiliates the other Parties and the Company and its their respective Affiliates as provided in Section 9.2(b)(i) 10.2 shall not become effective until the aggregate of all Damages sustained by Phil▇▇▇▇ ▇▇▇ its Affiliates the other Parties and the Company and its their respective Affiliates as described in Section 9.2(b)(i) 10.2 shall have exceeded the Applicable Basket. If the aggregate amount of Damages sustained by Phil▇▇▇▇ ▇▇▇ its Affiliates the other Parties and the Company and its their respective Affiliates as described in Section 9.2(b)(i) 10.2 exceeds the Basket, Applicable Basket then Phil▇▇▇▇ ▇▇▇ its Affiliates the other Parties and the Company and its their Affiliates shall be entitled to assert claims under this Article IX X for indemnification for the amount of such Damages in excess of the Applicable Basket only; PROVIDED provided that Chevron's COP’s obligation with respect to indemnification under Section 9.2(b)(i) this Article X shall not exceed the Applicable Cap in the aggregate. 56 63 . (d) Except as otherwise provided herein, Duke’s obligation to indemnify the other Parties and their respective Affiliates as provided in Section 10.2 shall not become effective until the aggregate of all Damages sustained by the other Parties and their respective Affiliates as described in Section 10.2 shall have exceeded the Applicable Basket. If the aggregate amount of Damages sustained by the other Parties and their respective Affiliates as described in Section 10.2 exceeds the Applicable Basket then the other Parties and their Affiliates shall be entitled to assert claims under this Article X for indemnification for the amount of such Damages in excess of the Applicable Basket only; provided that Duke’s obligation under this Article X shall not exceed the Applicable Cap in the aggregate. (e) Notwithstanding the foregoing, (i) the indemnification provision set forth in Section 10.1(b), Section 10.1(c), Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv), Section 10.2(b)(ii), Section 10.2(b)(iii) and Section 10.2(b)(iv) shall not be subject to the Basket or Cap and (ii) none of Phil▇▇▇▇Duke, ▇▇evron COP or the Company or their respective Affiliates shall be entitled to assert claims for indemnification under this Article IX X unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds (A) with respect to Claim Notices claiming indemnification solely under the Organizational Representations and Warranties, $2,000,000 260,000 and (B) with respect to all other Claim Notices, $50,000. (f) The parties hereto agree that the indemnification provisions in Articles VII and X shall be the aggregateexclusive remedy of the parties with respect to breaches of the representations and warranties in Articles IV, V and VI, except for actions grounded in fraud, with respect to which the remedies and limitations set forth in this Agreement shall not apply or in any manner limit the scope or availability of any other remedy at law or in equity.

Indemnification Limitation. (a) Each Indemnified Party under this Article IX shall use its reasonable efforts to mitigate Damages for which it seeks indemnification hereunder, hereunder and shall assign to the Indemnifying Party all of such Indemnified Party's claims for recovery against third parties as to Damages, whether by insurance coverage, contribution claims, subrogation or otherwise. (b) Phil▇▇▇▇Except as otherwise provided herein, each of Duke's and Phillips' ▇▇ligation obligation to indemnify Chevron the other Party and its Affiliates and the ▇▇▇ ▇▇▇ Company and its Affiliates as provided in Section 9.2(a)(i) 9.2 shall not become effective until the aggregate of all Damages sustained by Chevron the other Party and its Affiliates and the Company and its Affiliates as described in Section 9.2(a)(i) 9.2 shall have exceeded the Basket. If the aggregate amount of Damages sustained by Chevron the other Party and its Affiliates and the Company and its Affiliates as described in Section 9.2(a)(i) 9.2 exceeds the Basket, applicable Basket then Chevron the other Party and its Affiliates and the Company and its Affiliates shall be entitled to assert claims under this Article IX for indemnification for the amount of such Damages in excess of the applicable Basket only; PROVIDED that Phil▇▇▇▇each of Duke's and Phillips' ▇▇ligation with respect to indemnification obligation under Section 9.2(a)(i) this Article IX shall not exceed the Cap in the aggregate. (c) Chevron's obligation to indemnify Philappli▇▇▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates as provided in Section 9.2(b)(i) shall not become effective until the aggregate of all Damages sustained by Phil▇▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates as described in Section 9.2(b)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by Phil▇▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates as described in Section 9.2(b)(i) exceeds the Basket, then Phil▇▇▇▇ ▇▇▇ its Affiliates and the Company and its Affiliates shall be entitled to assert claims under this Article IX for indemnification for the amount of such Damages in excess of the Basket only; PROVIDED that Chevron's obligation with respect to indemnification under Section 9.2(b)(i) shall not exceed the Cap p in the aggregate. 56 63 (d) Notwithstanding the foregoing, and PROVIDED, FURTHER, that none of Phil▇▇▇▇Duke, ▇▇evron Phillips or the Company or their respective Affiliates shall be entitled to assert entit▇▇▇ ▇▇ ▇ssert claims for indemnification under this Article IX unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds $2,000,000 500,000 in the aggregate. (c) Notwithstanding the foregoing, the indemnification provision set forth in Section 9.2(a)(ii), Section 9.2(a)(iii), Section 9.2(a)(iv), Section 9.2(b)(ii), Section 9.2(b)(iii) and Section 9.2(b)(iv) shall not be subject to the Basket or Cap. (d) The parties hereto agree that the indemnification provisions in Articles VI and IX shall be the exclusive remedy of the parties with respect to breaches of the representations and warranties in Articles IV and V, except for actions grounded in fraud, with respect to which the remedies and limitations set forth in this Agreement shall not apply or in any manner limit the scope or availability of any other remedy at law or in equity.

Indemnification Limitation. (a) Each Indemnified Party under this Article IX shall use its reasonable efforts to mitigate Damages for which it seeks indemnification hereunder, and shall assign to the Indemnifying Party all of such Indemnified Party's claims for recovery against third parties as to Damages, whether by insurance coverage, contribution claims, subrogation or otherwise. (b) Phil▇▇▇▇▇▇▇▇' ▇▇ligation obligation to indemnify Chevron and its Affiliates and the Company and its Affiliates as provided in Section 9.2(a)(i) shall not become effective until the aggregate of all Damages sustained by Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2(a)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2(a)(i) exceeds the Basket, then Chevron and its Affiliates and the Company and its Affiliates shall be entitled to assert claims under this Article IX for indemnification for the amount of such Damages in excess of the Basket only; PROVIDED that Phil▇▇▇▇▇▇▇▇' ▇▇ligation obligation with respect to indemnification under Section 9.2(a)(i) shall not exceed the Cap in the aggregate. (c) Chevron's obligation to indemnify Phil▇▇▇▇▇▇▇▇ ▇▇▇ and its Affiliates and the Company and its Affiliates as provided in Section 9.2(b)(i) shall not become effective until the aggregate of all Damages sustained by Phil▇▇▇▇▇▇▇▇ ▇▇▇ and its Affiliates and the Company and its Affiliates as described in Section 9.2(b)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by Phil▇▇▇▇▇▇▇▇ ▇▇▇ and its Affiliates and the Company and its Affiliates as described in Section 9.2(b)(i) exceeds the Basket, then Phil▇▇▇▇▇▇▇▇ ▇▇▇ and its Affiliates and the Company and its Affiliates shall be entitled to assert claims under this Article IX for indemnification for the amount of such Damages in excess of the Basket only; PROVIDED that Chevron's obligation with respect to indemnification under Section 9.2(b)(i) shall not exceed the Cap in the aggregate. 56 63 . (d) Notwithstanding the foregoing, none of Phil▇▇▇▇▇▇▇▇, ▇▇evron Chevron or the Company or their respective Affiliates shall be entitled to assert claims for indemnification under this Article IX unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds $2,000,000 in the aggregate. (e) For avoidance of doubt, the indemnification provisions set forth in Sections 9.1, 9.2(a)(ii) and 9.2(b)(ii) shall not be subject to the Basket or Cap. (f) The parties hereto agree that the indemnification provisions in this Article IX shall be the exclusive remedy of the parties with respect to breaches of the representations and warranties in Articles IV and V, except for actions grounded in fraud, with respect to which the remedies and limitations set forth in this Agreement shall not apply or in any manner limit the scope or availability of any other remedy at law or in equity.