Indemnification of the Partnership. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Calumet Parties, the directors and officers of the General Partner and Calumet Finance and each person, if any, who controls the Calumet Parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities, joint or several, that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Partnership in writing by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto); it being understood and agreed that the only such information consists of the following: the fifth, tenth and eleventh paragraphs, the second and third sentences of the sixth paragraph and the third sentence of the seventh paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum.
Indemnification of the Partnership. MCRLP shall indemnify and shall hold the Partnership and its general and limited partners, officers, directors, employees, agents, successors and permitted assigns (the “Partnership Indemnified Parties”) harmless against any Losses which the Partnership Indemnified Parties may sustain or incur by reason of any claim, demand, suit or recovery by any third party allegedly arising out of MCRLP’s bad faith, gross negligence or willful misconduct in performing the Services or the breach by MCRLP of their obligations under this Agreement.
Indemnification of the Partnership. BMOCM shall indemnify and hold harmless the Partnership, its agents, each person, if any, who controls the Partnership within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, each director, officer or employee of the General Partner to the same extent as the foregoing indemnity from the Partnership to BMOCM, but only insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information relating to BMOCM furnished in writing to the Partnership by BMOCM expressly for inclusion in the Registration Statement, any Permitted Free Writing Prospectus or the Prospectus. This indemnity will be in addition to any liability that BMOCM might otherwise have.
Indemnification of the Partnership. Subject to the limitations set forth in this Agreement, Acacia, from and after the Closing Date, shall indemnify, defend and hold the Partnership and its Affiliates and their respective securityholders, directors, officers, and employees (in their capacities as such) (collectively, the “Partnership Indemnified Parties”), harmless from and against any and all Damages suffered or incurred by any Partnership Indemnified Party as a result of or arising out of (i) any breach or inaccuracy of a representation or warranty of Acacia in this Agreement or (ii) any breach of any agreement or covenant on the part of Acacia made under this Agreement or the Assignment Agreement or otherwise in connection with the Transaction.
Indemnification of the Partnership. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Partnership, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Partnership in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the 3rd paragraph under the caption “Underwriting”, and the information contained in the 13th paragraph under the caption “Underwriting.”
Indemnification of the Partnership. Solely for the purpose of indemnification in this Section 10.2, the representations and warranties of KMI and the Contributors in this Agreement, other than Section 3.9, shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. KMI, from and after the Closing, shall indemnify and hold the Partnership and its affiliates, directors, officers, employees, agents, representatives and insurers (together with the Partnership, the “Partnership Indemnified Parties”) harmless from and against any and all Damages suffered by the Partnership Indemnified Parties as a result of, caused by, arising out of, or in any way relating to (a) subject to Section 9.2 and Section 10.8, any breach of a representation or warranty of KMI or the Contributors in this Agreement or in any certificate delivered hereunder, and (b) any breach of any agreement or covenant in this Agreement on the part of KMI or the Contributors under this Agreement; provided that, with respect to Damages incurred by any Company, KMI shall be obligated to indemnify such Partnership Indemnified Party only for such Damages in an amount equal to the percentage equity interests in such Company owned, directly or indirectly, by the Contributors immediately prior to the Closing, as set forth on Schedule 10.2. Nothing in this Section 10.2 shall apply to any liability with respect to Taxes, the sole remedy under this Agreement for which liability shall be as set forth in ARTICLE VII.
Indemnification of the Partnership. Solely for the purpose of indemnification in this Section 7.2, the representations and warranties of Delek Energy in this Agreement shall be deemed to have been made without regard to any materiality or Sponsor Material Adverse Effect or Knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VII, Delek Energy shall indemnify, defend, and hold the Partnership and its Affiliates, directors, officers, employees, agents and representatives, and the directors, officers, employees, agents and representatives of the General Partner (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) any material breach of a representation or warranty of Delek Energy contained in this Agreement (b) any material breach of any agreement or covenant contained in this Agreement on the part of Delek Energy or (c) any of the Excluded Liabilities.
Indemnification of the Partnership. Manager shall defend and promptly indemnify the Partnership and save and hold it harmless from, against, for an in respect of and pay any and all damages,
Indemnification of the Partnership. The Managing Partner shall indemnify and hold harmless the Partnership from any costs, damages, liabilities or expenses suffered or incurred by the Partnership as a result of or arising out of any act, omission or error in judgment as a result of which the Managing Partner is adjudged to be in contravention or breach of any term of this Agreement.
Indemnification of the Partnership. Cogen shall indemnify and hold the Partnership and its successors and assigns harmless from and against all damages, losses or expenses suffered or paid as a result of any claims, demands, suits, causes of action, proceedings, judgments and liabilities, including reasonable counsel fees incurred in litigation or otherwise, assessed, incurred or sustained by or against the Partnership and its successors and assigns with respect to or arising out of an act or omission of Cogen, its employees, subcontractors, agents or representatives, in connection with the Power Purchase Agreement, which act or omission occurred prior to the date of this Assignment.
