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) Except as otherwise provided herein, each of Duke's and Phillips' obligation to indemnify the other Party and its Affiliates xxx xxx Company and its Affiliates as provided in Section 9.2 shall not become effective until the aggregate of all Damages sustained by the other Party and its Affiliates and the Company and its Affiliates as described in Section 9.2 shall have exceeded the Basket. If the aggregate amount of Damages sustained by the other Party and its Affiliates and the Company and its Affiliates as described in Section 9.2 exceeds the applicable Basket then 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 each of Duke's and Phillips' obligation under this Article IX shall not exceed the applixxxxx Xxp in the aggregate, and PROVIDED, FURTHER, that none of Duke, Phillips or the Company or their respective Affiliates shall be entitxxx xx xssert claims for indemnification under this Article IX unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds $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 X 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 ’s claims for recovery against third parties as to Damages, whether by insurance coverage, contribution claims, subrogation or otherwise. (b) Except as otherwise provided herein, each of Duke's and Phillips' Company’s obligation to indemnify the other Party Parties and its Affiliates xxx xxx Company and its their respective Affiliates as provided in Section 9.2 10.1 shall not become effective until the aggregate of all Damages sustained by the other Party Parties and its Affiliates and the Company and its their respective Affiliates as described in Section 9.2 10.1 shall have exceeded the Applicable Basket. If the aggregate amount of Damages sustained by the other Party Parties and its Affiliates and the Company and its their respective Affiliates as described in Section 9.2 10.1 exceeds the applicable Applicable Basket then the other Party 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 Applicable Basket only; PROVIDED provided that each of Duke's and Phillips' Company’s obligation under this Article IX X shall not exceed the applixxxxx Xxp Applicable Cap in the aggregate. (c) Except as otherwise provided herein, COP’s obligation to indemnify the other Parties and PROVIDEDtheir 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 COP’s obligation under this Article X shall not exceed the Applicable Cap in the aggregate. (d) Except as otherwise provided herein, FURTHERDuke’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, that (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 Duke, Phillips COP or the Company or their respective Affiliates shall be entitxxx xx xssert 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, $500,000 in the aggregate260,000 and (B) with respect to all other Claim Notices, $50,000. (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. (df) The parties hereto agree that the indemnification provisions in Articles VI VII and IX X shall be the exclusive remedy of the parties with respect to breaches of the representations and warranties in Articles IV IV, V and VVI, 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) Except as otherwise provided herein, each of Duke's and PhillipsXxxxxxxx' obligation to indemnify the other Party Chevron and its Affiliates xxx xxx and the Company and its Affiliates as provided in Section 9.2 9.2(a)(i) shall not become effective until the aggregate of all Damages sustained by the other Party Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2 9.2(a)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by the other Party Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2 9.2(a)(i) exceeds the applicable Basket Basket, then the other Party 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 applicable Basket only; PROVIDED that each of Duke's and PhillipsXxxxxxxx' 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 Xxxxxxxx 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 Xxxxxxxx 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 Xxxxxxxx and its Affiliates and the Company and its Affiliates as described in Section 9.2(b)(i) exceeds the Basket, then Xxxxxxxx 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 applixxxxx Xxp Cap in the aggregate. (d) Notwithstanding the foregoing, and PROVIDED, FURTHER, that none of DukeXxxxxxxx, Phillips Chevron or the Company or their respective Affiliates shall be entitxxx xx xssert entitled to assert claims for indemnification under this Article IX unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds $500,000 2,000,000 in the aggregate. (ce) Notwithstanding the foregoingFor avoidance of doubt, the indemnification provision provisions set forth in Section Sections 9.1, 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)(iv9.2(b)(ii) shall not be subject to the Basket or Cap. (df) The parties hereto agree that the indemnification provisions in Articles VI and 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 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) Except as otherwise provided herein, each of Duke's and PhillipsPhilxxxx' obligation xxligation to indemnify the other Party Chevron and its Affiliates xxx xxx and the Company and its Affiliates as provided in Section 9.2 9.2(a)(i) shall not become effective until the aggregate of all Damages sustained by the other Party Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2 9.2(a)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by the other Party Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2 9.2(a)(i) exceeds the applicable Basket Basket, then the other Party 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 applicable Basket only; PROVIDED that each Philxxxx' xxligation with respect to indemnification under Section 9.2(a)(i) shall not exceed the Cap in the aggregate. (c) Chevron's obligation to indemnify Philxxxx xxx its Affiliates and the Company and its Affiliates as provided in Section 9.2(b)(i) shall not become effective until the aggregate of Duke's all Damages sustained by Philxxxx xxx its Affiliates and Phillips' obligation 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 Philxxxx xxx its Affiliates and the Company and its Affiliates as described in Section 9.2(b)(i) exceeds the Basket, then Philxxxx xxx 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 applixxxxx Xxp Cap in the aggregate. 56 63 (d) Notwithstanding the foregoing, and PROVIDED, FURTHER, that none of DukePhilxxxx, Phillips Xxevron or the Company or their respective Affiliates shall be entitxxx xx xssert entitled to assert claims for indemnification under this Article IX unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds $500,000 2,000,000 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 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) Except as otherwise provided herein, each of Duke's and Phillips' obligation to indemnify the other Party indemnxxx Xxxxron and its Affiliates xxx xxx and the Company and its Affiliates as provided in Section 9.2 9.2(a)(i) shall not become effective until the aggregate of all Damages sustained by the other Party Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2 9.2(a)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by the other Party Chevron and its Affiliates and the Company and its Affiliates as described in Section 9.2 9.2(a)(i) exceeds the applicable Basket Basket, then the other Party 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 applicable Basket only; PROVIDED provided that each of Duke's and Phillips' obligation with respxxx xx xndemnification under Section 9.2(a)(i) shall not exceed the Cap in the aggregate. (c) Chevron's obligation to indemnify Phillips and its Affiliates xxx xxx Company and its Affiliates as provided in Section 9.2(b)(i) shall not become effective until the aggregate of all Damages sustained by Phillips and its Affiliates axx xxx Xompany and its Affiliates as described in Section 9.2(b)(i) shall have exceeded the Basket. If the aggregate amount of Damages sustained by Phillips and its Affiliates xxx xxx Company and its Affiliates as described in Section 9.2(b)(i) exceeds the Basket, then Phillips and its Affiliates anx xxx Xxmpany 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 applixxxxx Xxp Cap in the aggregate. (d) Notwithstanding the foregoing, and PROVIDED, FURTHER, that none of DukePhillips, Phillips Chevron or the Company or their Compxxx xx xheir respective Affiliates shall be entitxxx xx xssert entitled to assert claims for indemnification under this Article IX unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds $500,000 2,000,000 in the aggregate. (ce) Notwithstanding the foregoingFor avoidance of doubt, the indemnification provision provisions set forth in Section Sections 9.1, 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)(iv9.2(b)(ii) shall not be subject to the Basket or Cap. (df) The parties hereto agree that the indemnification provisions in Articles VI and 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.