Indemnification of Sellers by Buyer. Buyer hereby agrees to indemnify and hold harmless LTV Companies against any and all loss, liability and damage (including, without limitation, amounts paid in settlement, legal expenses, including attorneys' fees, and costs of investigation) (hereinafter referred to collectively as the "Losses") resulting or arising from claims asserted within the period specified in SECTION 9.1 insofar as such Losses arise out of or are based upon (a) the inaccuracy of any representation or warranty of Buyer contained herein, or (b) breach of any covenant or other agreement contained herein on the behalf of Buyer.
Indemnification of Sellers by Buyer. Subject to the limitations on recourse and recovery set forth in this Article 10, from and after the Closing, Buyer will indemnify, defend and hold harmless each Seller and its Affiliates (including Medallion Midstream, LLC and MOC Holdings, LLC), Warburg Pincus, LLC, and each of their respective officers, directors, members and employees from and against any and all Losses imposed upon or incurred after the Closing in connection with, arising out of or resulting from:
(a) the inaccuracy or breach of any representation or warranty in Article 5 of this Agreement or in Article 5 of the MOC Purchase Agreement, disregarding, in each case, any reference to “materiality”, “Material Adverse Effect” or similar qualifications therein for purposes of determining the existence of any such inaccuracy or breach and the amount of Losses resulting therefrom;
(b) any nonfulfillment or breach (A) by Buyer of any covenant or agreement made by Buyer under this Agreement and (B) by Holdings of any covenant or agreement made by Holdings under the MOC Purchase Agreement; and
(c) any non-fulfillment or breach (A) by the Company or any other Acquired Company of any covenant or agreement on the part of such Acquired Companies contained in this Agreement to the extent such covenant or agreement is to be performed by such Acquired Company following the Closing Date and (B) by Holdings of any covenant or agreement on the part of Holdings contained in the MOC Purchase Agreement to the extent such covenant or agreement is to be performed by Holdings following the Closing Date.
Indemnification of Sellers by Buyer. Buyer agrees to indemnify, defend and hold harmless Sellers from and against only those Damages arising out of or relating to any material inaccuracy or any material misrepresentation of any warranty of Buyer set forth in this Agreement or the material breach of any covenant made by Buyer in or pursuant to this Agreement.
Indemnification of Sellers by Buyer. Buyer shall indemnify, defend and hold Sellers harmless from and against any and all costs, expenses, losses, damages or liabilities (including, without limitation, reasonable attorneys' fees) incurred by Sellers with respect to or in connection with:
1. the existence of any fact, circumstance, situation or condition constituting a breach or violation of any of the representations, warranties, covenants or agreements of Buyer contained in this Agreement or in any document delivered pursuant hereto; and
2. the Continuing Liabilities (as hereinafter defined).
Indemnification of Sellers by Buyer. Buyer hereby agrees to defend, indemnify, and hold harmless Sellers, each of their Affiliates, and each of their respective officers, directors, stockholders, employees, representatives, agents, successors and assigns (individually, and collectively, the “Seller Indemnitees”) against losses, Liabilities, damages, actions, suits, proceedings, claims, demands, orders, assessments, amounts paid in settlement (if approved by Buyer as provided below), fines, costs or deficiencies, including, without limitation, interest, penalties and attorney’s fees and costs, including the cost of seeking to enforce this indemnity to the extent such enforcement is successful, caused by or resulting or arising from, or otherwise with respect to (a) any inaccuracy in or breach of any representation or warranty of Buyer made in or under this Agreement or any of the Schedules attached hereto, or in any of the certificates or other instruments or documents furnished to Seller by Buyer pursuant to this Agreement pursuant to which a written notice requesting indemnification has been delivered in accordance with Section 10.3 and Section 10.4 by the applicable Seller Indemnitee to Buyer prior to the Closing Date (if the Closing Date occurs);
Indemnification of Sellers by Buyer. (i) Subject to the limitations and expiration dates contained in Section 10 and this Section 11, Buyer shall indemnify, defend and hold harmless the Sellers and their directors, officers, managers, employees, equity holders, agents, Affiliates (excluding from the definition of "Affiliates" for this purpose any Subsidiary or equityholder of Buyer other than any Seller itself), successors and permitted assigns (collectively, "the Seller Indemnitees") and each of them from and against, and shall pay and/or reimburse the foregoing Persons for, any and all Losses relating to or arising out of (a) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or (b) any election made by Buyer with respect to the Company or any Company Sub pursuant to Section 338 of the U.S. Internal Revenue Code.
(ii) Except as set forth in the second sentence of this paragraph, Buyer shall not be required to indemnify the Seller Indemnitees with respect to any claim for indemnification pursuant to clause (i) of Section 11.2 unless and until the aggregate amount of all claims against Buyer under this Section 11 exceeds the Threshold (taking into account clause (b) following), at which point Buyer shall be liable for the full amount of all such Losses, provided, however, that (a) the aggregate liability of Buyer to the Seller Indemnitees under this Section 11 shall not exceed the aggregate value (valued as provided in Section 3.1) of the Common Equity Consideration and the Additional Common Equity Consideration delivered by Buyer, and (b) the Seller Indemnitees shall not make any claim for indemnification in respect of a Loss unless the Loss claimed is at least $5000 (it being understood and agreed that Losses arising out of common or similar matters shall be treated as a single Loss for such purposes, and that all Losses excluded from indemnification by virtue of this per item limit shall, notwithstanding such exclusion, be included in any determination as to whether the Threshold has been exceeded). The limitations in the preceding sentence shall not limit in any way the Seller Indemnitees' remedies in respect of fraud or willful misrepresentation.
Indemnification of Sellers by Buyer. Subject to the limitations and procedures in this Article VIII, from and after the Effective Time, Buyer and the Company shall indemnify, defend, and hold Sellers (together with the Buyer Indemnified Parties, the “Indemnified Parties”) harmless from and against, and agrees to defend promptly Sellers from and reimburse Sellers for, any and all Losses that Sellers may at any time suffer or incur, or become subject to, as a result of or in connection with:
(a) any inaccuracy in or breach of any of the representations and warranties made by Buyer in this Agreement; and
(b) any failure of Buyer to carry out, perform, satisfy or discharge any of its covenants, agreements, undertakings, Liabilities or obligations under this Agreement, any other Transaction Document or any other documents or certificates delivered on the part of itself in connection with this Agreement.
Indemnification of Sellers by Buyer. Buyer hereby agrees to pay and assume liability for, and does hereby agree to indemnify, protect, save and keep harmless the Sellers, from and against any and all Losses imposed on, asserted against or incurred by the Sellers, in any way relating to or arising out of or alleged to be attributable to, related to or arising out of (a) any inaccuracy in any representation or warranty of the Buyer in this Agreement or any breach or nonfulfillment of any covenant agreement or other obligation of the Buyer or (b) any Losses sustained by Sellers arising out of or related to the ownership or operation of the Vessels after the Closing Date.
Indemnification of Sellers by Buyer. Buyer shall defend, indemnify and hold harmless Sellers from and against all Damages (including any Environmental Costs) suffered or incurred by Sellers to the extent, and only to such extent, resulting from:
(i) New Environmental Conditions; (ii) Buyer's Exacerbation of Pre-Existing Conditions; or (iii) any and all Environmental, Health and Safety Liabilities with respect to the Owned Real Property or the Leased Real Property, in each case above, to the extent not otherwise expressly retained or indemnified by Sellers in this Agreement. Buyer agrees that, except as otherwise provided herein, this Section 13.8 shall survive the Closing indefinitely. For the purposes of this
Indemnification of Sellers by Buyer. Buyer agrees to indemnify, defend and hold harmless Sellers from and against only those Damages arising out of or relating to any inaccuracy or any representation or warranty of Buyer set forth in this Agreement or the breach of any covenant made by Buyer in or pursuant to this Agreement. Notwithstanding anything in this Section 9.2 to the contrary, Prior to any amounts being paid by Buyer to Sellers under this Section 9.2 the aggregate amount of the indemnified amounts must first exceed $25,000 before Buyer shall become liable to Sellers under this Section.
