Indemnification of the Partnership and other Parties. From and after the Closing Date, subject to the other provisions of this Article VIII, Rice shall indemnify and hold the General Partner, the members of the Partnership Group and their respective directors, officers, employees, agents and representatives (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 breach, violation or inaccuracy of a representation or warranty of Rice in this Agreement or any certificate delivered pursuant hereto (without regard to qualifications as to materiality or Partnership Material Adverse Effect or similar qualifications contained therein), (b) any breach of any agreement or covenant in this Agreement on the part of Rice or (c) the Rice Special Liabilities.
Indemnification of the Partnership and other Parties. Solely for the purpose of indemnification in this Section 8.2, the representations and warranties of the Contributing Parties in this Agreement (other than the representation and warranty contained in Section 3.16(a)) shall be deemed to have been made without regard to any materiality or Material Adverse Effect or knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIII, the Contributing Parties shall, jointly and severally, indemnify and hold the Group Members and their respective directors, officers, employees, agents and representatives (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 breach of a representation or warranty of the Contributing Parties in this Agreement, (b) any breach of any agreement or covenant in this Agreement on the part of the Contributing Parties, or (c) any of the Excluded Liabilities.
Indemnification of the Partnership and other Parties. (a) Solely for the purpose of indemnification in this Section 8.2, the representations and warranties of the P66 Parties in this Agreement (other than the representation and warranty contained in Section 3.16(a)) shall be deemed to have been made without regard to any materiality or Material Adverse Effect or knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIII, the P66 Parties shall, jointly and severally, indemnify and hold the Group Members and their respective directors, officers, employees, agents and representatives (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees (including indirectly as a result of any Partnership Indemnitee’s ownership of partnership interests of P66 Opco) as a result of, caused by, arising out of, or in any way relating to (i) any breach of a representation or warranty of the P66 Parties in this Agreement, (ii) any breach of any agreement or covenant in this Agreement on the part of the P66 Parties or (iii) any of the Excluded Liabilities.
(b) To the extent that the Partnership Indemnitees are entitled to indemnification and to the extent such indemnification relates solely to Damages suffered by P66 Opco or Xxxxxx Frac LLC or any other Subsidiaries of P66 Opco, then (i) the P66 Parties shall make any and all indemnification payments to P66 Opco or Xxxxxx Frac LLC or such other Subsidiary of P66 Opco (as directed by Opco General Partner) and (ii) the calculation of Damages (A) for purposes of determining the Deductible and Cap (to the extent applicable to such indemnification claim) shall be (x) 100% of the amount of the Damages so suffered by such Partnership Indemnitee multiplied by (y) twenty-five percent (25%) and (B) for all other purposes of this Article VIII (including in determining the amount payable by the P66 Parties to P66 Opco or Xxxxxx Frac LLC or such other Subsidiary of P66 Opco) shall be 100% of the amount of the Damages so suffered by P66 Opco or Xxxxxx Frac LLC or such other Subsidiary of P66 Opco.
(c) To the extent that the Partnership Indemnitees are entitled to indemnification and to the extent such indemnification relates solely to Damages suffered by a Partnership Indemnitee other than P66 Opco or Xxxxxx Frac LLC, then (i) the P66 Parties shall make any and all indemnification payments to the applicable Partnership Indemnitee suffering such Damages (or a...
Indemnification of the Partnership and other Parties. Solely for the purpose of indemnification in this Section 8.2, the representations and warranties of the P66 Parties in this Agreement (other than the representation and warranty contained in Section 3.16(a)) shall be deemed to have been made without regard to any materiality or Material Adverse Effect or knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIII (including Section 8.10), the P66 Parties shall, jointly and severally, indemnify and hold the Group Members and their respective directors, officers, employees, agents and representatives (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees (including indirectly as a result of any Partnership Indemnitee’s ownership of partnership interests of P66 Opco, except to the extent the same are expressly Assumed Liabilities hereunder) as a result of, caused by, arising out of, or in any way relating to (a) any breach of a representation or warranty of the P66 Parties in this Agreement, (b) any breach of any agreement or covenant in this Agreement on the part of the P66 Parties, (c) any of the Excluded Liabilities or
Indemnification of the Partnership and other Parties. Solely for the purpose of indemnification in this Section 8.2, the representations and warranties of P66 Company and Pipeline in this Agreement (other than the representation and warranty contained in Section 3.16(a)) shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIII, P66 Company shall indemnify and hold the Group Members and their respective directors, officers, employees, agents and representatives (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 breach of a representation or warranty of P66 Company or Pipeline in this Agreement, (b) any breach of any agreement or covenant in this Agreement on the part of P66 Company, (c) any of the Excluded Liabilities or (d) any real property -27- transfer Taxes imposed by the States of New Jersey and Washington, or any taxing authority therein, on the real property contributions described in Article II.
Indemnification of the Partnership and other Parties. From and after the Closing Date, subject to the other provisions of this Article VIII:
(a) Western shall indemnify and hold the members of the Partnership Group and their respective directors, officers, employees, agents and representatives (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:
(i) any breach of a representation or warranty of Western in this Agreement or the Western Closing Certificate, except with respect to any breach of a representation or warranty set forth in Section 3.7(g);
(ii) any breach of any representation or warranty of Western set forth in Section 3.7(g);
(iii) any breach of any agreement or covenant in this Agreement on the part of Western; or
(iv) any of the Excluded Liabilities of Western (other than, for the avoidance of doubt, any Excluded Liability set forth in Section 2.4(a)); and
(b) SPPR shall indemnify and hold 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:
(i) any breach of a representation or warranty of SPPR in this Agreement or in the Western Closing Certificate, except with respect to any breach of a representation or warranty set forth in Section 3.7(g);
(ii) any breach of any representation or warranty of SPPR set forth in Section 3.7(g);
(iii) any breach of any agreement or covenant in this Agreement on the part of SPPR; or
(iv) any of the Excluded Liabilities of SPPR..
Indemnification of the Partnership and other Parties. From and after the Closing Date, subject to the other provisions of this Article VIII, ALJ shall indemnify and hold the members of the Partnership Group and their respective directors, officers, employees, agents and representatives (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 breach of a representation or warranty of ALJ or Alon Assets in this Agreement,
(b) any breach of any agreement or covenant in this Agreement on the part of ALJ or Alon Assets,
(c) any of the Excluded Liabilities or the Internal Reorganization Transactions; or
(d) all Liabilities of ARKS arising from events or activities prior to the Closing Date, except to the extent that any such Liabilities were incurred by ARKS in the ordinary course of business.
Indemnification of the Partnership and other Parties. From and after the Closing Date, subject to the other provisions of this Article VIII, Antero shall indemnify and hold the General Partner, the members of the Partnership Group and their respective directors, officers, employees, agents and representatives (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 breach of a representation or warranty of Antero in this Agreement except, in the case of this clause (a), to the extent covered by Section 8.1(d), (b) any breach of any agreement or covenant in this Agreement on the part of Antero, (c) Environmental Law to the extent resulting from and limited to the portion attributable to Antero’s operation or ownership of the Business or the Water Assets and occurring before the Closing Date and (d) the Excluded Assets and Excluded Liabilities.
Indemnification of the Partnership and other Parties. From and after the Closing Date, subject to the other provisions of this Article VIII, Western shall indemnify and hold the members of the Partnership Group and their respective directors, officers, employees, agents and representatives (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 breach of a representation or warranty of Western or WRSW in this Agreement,
(b) any breach of any agreement or covenant in this Agreement on the part of Western or WRSW, or
(c) any of the Excluded Liabilities or the Internal Reorganization Transactions.
Indemnification of the Partnership and other Parties. Solely for the purpose of indemnification in this Section 6.2, the representations and warranties of the Contributors in this Agreement shall be deemed to have been made without regard to any materiality qualifiers. From and after the Closing Date, and notwithstanding any provision in the Omnibus Agreement to the contrary, the Contributors shall indemnify and hold the Partnership and the General Partner and their respective Affiliates (other than CEP-TIR), equity holders (other than any of the Contributor Parties), directors, officers, employees, agents, representatives and insurers (together with the Partnership, the “Partnership Parties”) harmless from and against any and all Damages suffered by the Partnership Parties as a result of, caused by, arising out of, or in any way relating to (a) any breach of a representation or warranty of any Contributor in this Agreement or (b) any breach of any agreement or covenant under this Agreement on the part of any Contributor.
