Common use of Indemnification of the Anadarko Indemnified Parties Clause in Contracts

Indemnification of the Anadarko Indemnified Parties. Solely for the purpose of indemnification in this Section 9.2, the representations and warranties of the Recipient Parties in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The Partnership, from and after the Closing Date, shall indemnify and hold Anadarko, the Contributing Parties and their respective Affiliates (other than any of the Partnership Entities), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with Anadarko and the Contributing Parties, the “Anadarko Indemnified Parties”) harmless from and against any and all Losses suffered or incurred by the Anadarko Indemnified Parties as a result of, caused by, arising out of, or in any way relating to (a) subject to Section 9.1, any breach of a representation or warranty of the Recipient Parties in this Agreement (which for this purpose is deemed not to include Exhibit B), and (b) any breach of any agreement or covenant on the part of the Recipient Parties in this Agreement.

Appears in 1 contract

Samples: Contribution Agreement (Western Gas Partners LP)

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Indemnification of the Anadarko Indemnified Parties. Solely for the purpose of indemnification in this Section 9.210.2, the representations and warranties of the Recipient Parties Recipients in Article VI of this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The PartnershipWES, from and after the Closing Date, shall indemnify and hold Anadarko, the Contributing Parties Contributors and their respective Affiliates (other than any of the Partnership EntitiesWGP GP, WGP, WES GP, WES and its Subsidiaries), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with Anadarko APC and the Contributing Parties, the “Anadarko Indemnified Parties”) harmless from and against any and all Losses Losses, suffered or incurred by the Anadarko Indemnified Parties as a result of, caused by, arising out of, or in any way relating to (a) subject to Section 9.110.1, any breach of a representation or warranty of the any Recipient Parties in this Agreement (which for this purpose is deemed not to include Exhibit B)Article VI, and (b) any breach of any agreement or covenant on the part of the any Recipient Parties (in its capacity as such) in this Agreement.

Appears in 1 contract

Samples: Contribution Agreement and Agreement (Anadarko Petroleum Corp)

Indemnification of the Anadarko Indemnified Parties. Solely for the purpose of indemnification in this Section 9.2, the representations and warranties of the Recipient Parties in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The Partnership, from and after the Closing Date, shall indemnify and hold Anadarko, Anadarko and the Contributing Parties and their respective Affiliates (other than any of the Partnership Entities), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with Anadarko and the Contributing Parties, the “Anadarko Indemnified Parties”) harmless from and against any and all Losses Losses, suffered or incurred by the Anadarko Indemnified Parties as a result of, caused by, arising out of, or in any way relating to (a) subject to Section 9.1, any breach of a representation or warranty of the Recipient Parties in this Agreement (which for this purpose is deemed not to include Exhibit BExhibits E through G or Schedule 3.2), and (b) any breach of any agreement or covenant on the part of the Recipient Parties in this Agreement.

Appears in 1 contract

Samples: Contribution Agreement (Western Gas Partners LP)

Indemnification of the Anadarko Indemnified Parties. Solely for the purpose of indemnification in this Section 9.2, the representations and warranties of the Recipient Parties in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The Partnership, from and after the Closing Date, shall indemnify and hold Anadarko, Anadarko and the Contributing Parties and their respective Affiliates (other than any of the Partnership Entities), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with Anadarko and the Contributing Parties, the “Anadarko Indemnified Parties”) harmless from and against any and all Losses Losses, suffered or incurred by the Anadarko Indemnified Parties as a result of, caused by, arising out of, or in any way relating to (a) subject to Section 9.1, any breach of a representation or warranty of the Recipient Parties in this Agreement (which for this purpose is deemed not to include Exhibit BD, Exhibit E or Exhibit F), and (b) any breach of any agreement or covenant on the part of the Recipient Parties in this Agreement.

Appears in 1 contract

Samples: Contribution Agreement (Western Gas Partners LP)

Indemnification of the Anadarko Indemnified Parties. Solely for the purpose of indemnification in this Section 9.2, the representations and warranties of the Recipient Parties in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The Partnership, from and after the Closing Date, shall indemnify and hold Anadarko, Anadarko and the Contributing Parties and their respective Affiliates (other than any of the Partnership Entities), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with Anadarko and the Contributing Parties, the “Anadarko Indemnified Parties”) harmless from and against any and all Losses Losses, suffered or incurred by the Anadarko Indemnified Parties as a result of, caused by, arising out of, or in any way relating to (a) subject to Section 9.1, any breach of a representation or warranty of the Recipient Parties in this Agreement (which for this purpose is deemed not to include Exhibit BExhibits E, F or G), and (b) any breach of any agreement or covenant on the part of the Recipient Parties in this Agreement.

Appears in 1 contract

Samples: Contribution Agreement (Western Gas Partners LP)

Indemnification of the Anadarko Indemnified Parties. Solely for the purpose of indemnification in this Section 9.2, the representations and warranties of the Recipient Parties in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The Partnership, from and after the Closing Date, shall indemnify and hold Anadarko, Anadarko and the Contributing Parties and their respective Affiliates (other than any of the Partnership Entities), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with Anadarko and the Contributing Parties, the “Anadarko Indemnified Parties”) harmless from and against any and all Losses Losses, suffered or incurred by the Anadarko Indemnified Parties as a result of, caused by, arising out of, or in any way relating to (a) subject to Section 9.1, any breach of a representation or warranty of the Recipient Parties in this Agreement (which for this purpose is deemed not to include Exhibit BC or Exhibit F), and (b) any breach of any agreement or covenant on the part of the Recipient Parties in this Agreement.

Appears in 1 contract

Samples: Contribution Agreement (Western Gas Partners LP)

Indemnification of the Anadarko Indemnified Parties. Solely for the purpose of indemnification in this Section 9.2, the representations and warranties of the Recipient Parties in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The Partnership, from and after the Closing Date, shall indemnify and hold Anadarko, the Contributing Parties and their respective Affiliates (other than any of the Partnership Entities), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with Anadarko and the Contributing Parties, the “Anadarko Indemnified Parties”) harmless from and against any and all Losses Losses, suffered or incurred by the Anadarko Indemnified Parties as a result of, caused by, arising out of, or in any way relating to (a) subject to Section 9.1, any breach of a representation or warranty of the Recipient Parties in this Agreement (which for this purpose is deemed not to include Exhibit B)Agreement, and (b) any breach of any agreement or covenant on the part of the Recipient Parties in this Agreement.

Appears in 1 contract

Samples: Contribution Agreement

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Indemnification of the Anadarko Indemnified Parties. Solely for the purpose of indemnification in this Section 9.2, the representations and warranties of the Recipient Parties in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The Partnership, from and after the Closing Date, shall indemnify and hold Anadarko, the Contributing Parties Party and their respective Affiliates (other than any of the Partnership Entities), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with Anadarko and the Contributing PartiesParty, the “Anadarko Indemnified Parties”) harmless from and against any and all Losses suffered or incurred by the Anadarko Indemnified Parties as a result of, caused by, arising out of, or in any way relating to (a) subject to Section 9.1, any breach of a representation or warranty of the Recipient Parties in this Agreement (which for this purpose is deemed not to include Exhibit BA), and (b) any breach of any agreement or covenant on the part of the Recipient Parties in this Agreement.

Appears in 1 contract

Samples: Contribution Agreement (Western Gas Partners LP)

Indemnification of the Anadarko Indemnified Parties. Solely for the purpose of indemnification in this Section 9.210.2, the representations and warranties of the Recipient Parties Recipients in 62 Article VI of this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The PartnershipXXX, from and after the Closing Date, shall indemnify and hold Anadarko, the Contributing Parties Contributors and their respective Affiliates (other than any of the Partnership EntitiesWGP GP, WGP, XXX GP, XXX and its Subsidiaries), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with Anadarko APC and the Contributing Parties, the “Anadarko Indemnified Parties”) harmless from and against any and all Losses Losses, suffered or incurred by the Anadarko Indemnified Parties as a result of, caused by, arising out of, or in any way relating to (a) subject to Section 9.110.1, any breach of a representation or warranty of the any Recipient Parties in this Agreement (which for this purpose is deemed not to include Exhibit B)Article VI, and (b) any breach of any agreement or covenant on the part of the any Recipient Parties (in its capacity as such) in this Agreement.

Appears in 1 contract

Samples: Contribution Agreement and Agreement and Plan of Merger (Western Gas Partners LP)

Indemnification of the Anadarko Indemnified Parties. Solely for the purpose of indemnification in this Section 9.2, the representations and warranties of the Recipient Parties in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The Partnership, from and after the Closing Date, shall indemnify and hold Anadarko, Anadarko and the Contributing Parties and their respective Affiliates (other than any of the Partnership Entities), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with Anadarko and the Contributing Parties, the "Anadarko Indemnified Parties”) harmless from and against any and all Losses Losses, suffered or incurred by the Anadarko Indemnified Parties as a result of, caused by, arising out of, or in any way relating to (a) subject to Section 9.1, any breach of a representation or warranty of the Recipient Parties in this Agreement (which for this purpose is deemed not to include Exhibit BD or Exhibit G), and (b) any breach of any agreement or covenant on the part of the Recipient Parties in this Agreement.

Appears in 1 contract

Samples: Contribution Agreement (Western Gas Partners LP)

Indemnification of the Anadarko Indemnified Parties. Solely for the purpose of indemnification in this Section 9.2, the representations and warranties of the Recipient Parties in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The Partnership, from and after the Closing Date, shall indemnify and hold Anadarko, Anadarko and the Contributing Parties and their respective Affiliates (other than any of the Partnership Entities), shareholders, unitholders, members, directors, officers, employees, agents and representatives (together with Anadarko and the Contributing Parties, the “Anadarko Indemnified Parties”) harmless from and against any and all Losses Losses, suffered or incurred by the Anadarko Indemnified Parties as a result of, caused by, arising out of, or in any way relating to (a) subject to Section 9.1, any breach of a representation or warranty of the Recipient Parties in this Agreement (which for this purpose is deemed not to include Exhibit BC), and (b) any breach of any agreement or covenant on the part of the Recipient Parties in this Agreement.

Appears in 1 contract

Samples: Contribution Agreement (Anadarko Petroleum Corp)

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