Common use of Indemnification of the Partnership Clause in Contracts

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.

Appears in 4 contracts

Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.), Purchase Agreement (Calumet Specialty Products Partners, L.P.), Purchase Agreement (Calumet Specialty Products Partners, L.P.)

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Indemnification of the Partnership. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Partnership, each of the Calumet Parties, the General Partner’s directors and officers of the General Partner and Calumet Finance and each person, if any, who controls the Calumet Parties 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, joint or several, 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 Initial Purchaser furnished to the Partnership in writing by such Initial Purchaser through the Representatives Representative 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” following paragraphs in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the third paragraph, (ii) the fourth sentence of the seventh paragraph and (iii) the eighth paragraph, in each case, under the caption “Plan of Distribution.

Appears in 3 contracts

Samples: Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp)

Indemnification of the Partnership. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Calumet Partnership Parties, the directors and officers of each of the General Partner and Calumet Finance Partnership Parties, as the case may be, and each person, if any, who controls the Calumet Partnership 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, 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 Initial Purchaser furnished to the Partnership in writing by such Initial Purchaser through the Representatives Representative 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” following paragraphs in the Preliminary Offering Memorandum and the Offering Memorandum: the third sentence of the seventh paragraph and the ninth paragraph under the caption “Plan of Distribution.

Appears in 2 contracts

Samples: Purchase Agreement (Global Partners Lp), Purchase Agreement (Global Partners Lp)

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, paragraphs and the second and third sentences of the sixth paragraph and the third sentence of in the seventh paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum.

Appears in 1 contract

Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.)

Indemnification of the Partnership. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Partnership, each of the Calumet Parties, the General Partner’s directors and officers of the General Partner and Calumet Finance and each person, if any, who controls the Calumet Parties 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, joint or several, 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 Initial Purchaser furnished to the Partnership in writing by such Initial Purchaser through the Representatives Representative 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” following paragraphs in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the third paragraph, (ii) the fourth sentence of the seventh paragraph and (iii) the eighth paragraph, in each case, under the caption “Plan of distribution.

Appears in 1 contract

Samples: Purchase Agreement (Equitrans Midstream Corp)

Indemnification of the Partnership. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Calumet Partnership Parties, the directors and officers of each of the General Partner and Calumet Finance Partnership Parties, as the case may be, and each person, if any, who controls the Calumet Partnership 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, 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 Initial Purchaser furnished to the Partnership in writing by such Initial Purchaser through the Representatives Representative 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 written 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” following information in the Preliminary Offering Memorandum and the Offering Memorandum: the third sentence of the sixth paragraph and the ninth paragraph under the caption “Plan of Distribution.

Appears in 1 contract

Samples: Purchase Agreement (Global Partners Lp)

Indemnification of the Partnership. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Calumet Partnership Parties, the directors and officers of each of the General Partner and Calumet Finance Partnership Parties, as the case may be, and each person, if any, who controls the Calumet Partnership 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, 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 Initial Purchaser furnished to the Partnership in writing by such Initial Purchaser through the Representatives Representative 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 written 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” following information in the Preliminary Offering Memorandum and the Offering Memorandum: the third sentence of the seventh paragraph and the tenth paragraph under the caption “Plan of Distribution.

Appears in 1 contract

Samples: Purchase Agreement (Global Partners Lp)

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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, 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 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, paragraphs and the second and third sentences of the sixth paragraph and the third sentence of in the seventh paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum.

Appears in 1 contract

Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.)

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 fifthfourth, ninth and tenth and eleventh paragraphs, the second and third sentences of the sixth fifth paragraph and the third sentence of the seventh sixth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum.

Appears in 1 contract

Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.)

Indemnification of the Partnership. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless each of the Calumet Partnership Parties, the directors and officers of each of the General Partner and Calumet Finance Partnership Parties, as the case may be, and each person, if any, who controls the Calumet Partnership 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, 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 Initial Purchaser furnished to the Partnership in writing by such Initial Purchaser through the Representatives Representative 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” following paragraphs in the Preliminary Offering Memorandum and the Offering Memorandum: the third sentence of the seventh paragraph and the tenth paragraph under the caption “Plan of Distribution.

Appears in 1 contract

Samples: Purchase Agreement (Global Partners Lp)

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 fifthfourth, tenth eighth and eleventh ninth paragraphs, the second and third sentences of the sixth fifth paragraph and the third sentence of the seventh sixth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum.

Appears in 1 contract

Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.)

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