Common use of Indemnification Limitation Clause in Contracts

Indemnification Limitation. (a) Each Indemnified Party under this Article 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 claims for recovery against third parties as to Damages, whether by insurance coverage, contribution claims, subrogation or otherwise. (b) Except as otherwise provided herein, Company’s obligation to indemnify the other Parties and their respective Affiliates as provided in Section 10.1 shall not become effective until the aggregate of all Damages sustained by the other Parties and their respective Affiliates as described in Section 10.1 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 10.1 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 Company’s obligation under this Article X shall not exceed the Applicable Cap in the aggregate. (c) Except as otherwise provided herein, COP’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 COP’s obligation under this Article X shall not exceed the Applicable Cap in the aggregate. (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 Duke, COP or Company or their respective Affiliates shall be entitled to assert claims for indemnification under this Article 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, $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 exclusive 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 X 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 '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, Company’s obligation Philxxxx' xxligation to indemnify Chevron and its Affiliates and the other Parties Company and their respective its Affiliates as provided in Section 10.1 9.2(a)(i) shall not become effective until the aggregate of all Damages sustained by Chevron and its Affiliates and the other Parties Company and their respective its Affiliates as described in Section 10.1 9.2(a)(i) shall have exceeded the Applicable Basket. If the aggregate amount of Damages sustained by Chevron and its Affiliates and the other Parties Company and their respective its Affiliates as described in Section 10.1 9.2(a)(i) exceeds the Applicable Basket Basket, then Chevron and its Affiliates and the other Parties Company and their its Affiliates shall be entitled to assert claims under this Article X IX for indemnification for the amount of such Damages in excess of the Applicable Basket only; provided PROVIDED that Company’s obligation Philxxxx' xxligation with respect to indemnification under this Article X Section 9.2(a)(i) shall not exceed the Applicable Cap in the aggregate. (c) Except as otherwise provided herein, COP’s Chevron's obligation to indemnify Philxxxx xxx its Affiliates and the other Parties Company and their respective its Affiliates as provided in Section 10.2 9.2(b)(i) shall not become effective until the aggregate of all Damages sustained by Philxxxx xxx its Affiliates and the other Parties Company and their respective its Affiliates as described in Section 10.2 9.2(b)(i) shall have exceeded the Applicable Basket. If the aggregate amount of Damages sustained by Philxxxx xxx its Affiliates and the other Parties Company and their respective its Affiliates as described in Section 10.2 9.2(b)(i) exceeds the Applicable Basket Basket, then Philxxxx xxx its Affiliates and the other Parties Company and their its Affiliates shall be entitled to assert claims under this Article X IX for indemnification for the amount of such Damages in excess of the Applicable Basket only; provided PROVIDED that COP’s Chevron's obligation with respect to indemnification under this Article X Section 9.2(b)(i) 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 DukePhilxxxx, COP Xxevron or the Company or their respective Affiliates shall be entitled to assert claims for indemnification under this Article X IX unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds (A) with respect to Claim Notices claiming indemnification solely under $2,000,000 in the Organizational Representations and Warranties, $260,000 and (B) with respect to all other Claim Notices, $50,000aggregate. (f) The parties hereto agree that the indemnification provisions in Articles VII and X shall be the exclusive 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 X 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 '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, Company’s Phillips' obligation to indemnify indemnxxx Xxxxron and its Affiliates and the other Parties Company and their respective its Affiliates as provided in Section 10.1 9.2(a)(i) shall not become effective until the aggregate of all Damages sustained by Chevron and its Affiliates and the other Parties Company and their respective its Affiliates as described in Section 10.1 9.2(a)(i) shall have exceeded the Applicable Basket. If the aggregate amount of Damages sustained by Chevron and its Affiliates and the other Parties Company and their respective its Affiliates as described in Section 10.1 9.2(a)(i) exceeds the Applicable Basket Basket, then Chevron and its Affiliates and the other Parties Company and their its Affiliates shall be entitled to assert claims under this Article X IX for indemnification for the amount of such Damages in excess of the Applicable Basket only; provided that Company’s Phillips' obligation with respxxx xx xndemnification under this Article X Section 9.2(a)(i) shall not exceed the Applicable Cap in the aggregate. (c) Except as otherwise provided herein, COP’s Chevron's obligation to indemnify the other Parties Phillips and their respective its Affiliates xxx xxx Company and its Affiliates as provided in Section 10.2 9.2(b)(i) shall not become effective until the aggregate of all Damages sustained by the other Parties Phillips and their respective its Affiliates axx xxx Xompany and its Affiliates as described in Section 10.2 9.2(b)(i) shall have exceeded the Applicable Basket. If the aggregate amount of Damages sustained by the other Parties Phillips and their respective its Affiliates xxx xxx Company and its Affiliates as described in Section 10.2 9.2(b)(i) exceeds the Applicable Basket Basket, then the other Parties Phillips and their its Affiliates anx xxx Xxmpany and its Affiliates shall be entitled to assert claims under this Article X IX for indemnification for the amount of such Damages in excess of the Applicable Basket only; provided that COP’s Chevron's obligation with respect to indemnification under this Article X Section 9.2(b)(i) shall not exceed the Applicable Cap in the aggregate. (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 DukePhillips, COP Chevron or Company or their the Compxxx xx xheir respective Affiliates shall be entitled to assert claims for indemnification under this Article X IX unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds $2,000,000 in the aggregate. (Ae) with respect 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 Claim Notices claiming indemnification solely under the Organizational Representations and Warranties, $260,000 and (B) with respect to all other Claim Notices, $50,000Basket or Cap. (f) The parties hereto agree that the indemnification provisions in Articles VII and X this Article IX shall be the exclusive remedy of the parties with respect to breaches of the representations and warranties in Articles IV, V IV and VIV, 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 X 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 '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, Company’s Xxxxxxxx' obligation to indemnify Chevron and its Affiliates and the other Parties Company and their respective its Affiliates as provided in Section 10.1 9.2(a)(i) shall not become effective until the aggregate of all Damages sustained by Chevron and its Affiliates and the other Parties Company and their respective its Affiliates as described in Section 10.1 9.2(a)(i) shall have exceeded the Applicable Basket. If the aggregate amount of Damages sustained by Chevron and its Affiliates and the other Parties Company and their respective its Affiliates as described in Section 10.1 9.2(a)(i) exceeds the Applicable Basket Basket, then Chevron and its Affiliates and the other Parties Company and their its Affiliates shall be entitled to assert claims under this Article X IX for indemnification for the amount of such Damages in excess of the Applicable Basket only; provided PROVIDED that Company’s Xxxxxxxx' obligation with respect to indemnification under this Article X Section 9.2(a)(i) shall not exceed the Applicable Cap in the aggregate. (c) Except as otherwise provided herein, COP’s Chevron's obligation to indemnify Xxxxxxxx and its Affiliates and the other Parties Company and their respective its Affiliates as provided in Section 10.2 9.2(b)(i) shall not become effective until the aggregate of all Damages sustained by Xxxxxxxx and its Affiliates and the other Parties Company and their respective its Affiliates as described in Section 10.2 9.2(b)(i) shall have exceeded the Applicable Basket. If the aggregate amount of Damages sustained by Xxxxxxxx and its Affiliates and the other Parties Company and their respective its Affiliates as described in Section 10.2 9.2(b)(i) exceeds the Applicable Basket Basket, then Xxxxxxxx and its Affiliates and the other Parties Company and their its Affiliates shall be entitled to assert claims under this Article X IX for indemnification for the amount of such Damages in excess of the Applicable Basket only; provided PROVIDED that COP’s Chevron's obligation with respect to indemnification under this Article X Section 9.2(b)(i) shall not exceed the Applicable Cap in the aggregate. (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 DukeXxxxxxxx, COP Chevron or the Company or their respective Affiliates shall be entitled to assert claims for indemnification under this Article X IX unless the aggregate amount of Damages claimed in any individual Claim Notice exceeds $2,000,000 in the aggregate. (Ae) with respect 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 Claim Notices claiming indemnification solely under the Organizational Representations and Warranties, $260,000 and (B) with respect to all other Claim Notices, $50,000Basket or Cap. (f) The parties hereto agree that the indemnification provisions in Articles VII and X this Article IX shall be the exclusive remedy of the parties with respect to breaches of the representations and warranties in Articles IV, V IV and VIV, 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.