Common use of Indemnification of the Recipients Clause in Contracts

Indemnification of the Recipients. Solely for the purpose of indemnification in this Section 7.2, the representations and warranties of the Contributors in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The Contributors shall indemnify and hold the Recipients and their respective affiliates (other than any of the Contributor Parties), equity holders (other than any of the Contributor Parties), directors, officers, employees, agents, representatives and insurers (together with the Recipients, the “Recipient Parties”) harmless from and against any and all Damages suffered by the Recipient 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, (b) any breach of any agreement or covenant under this Agreement on the part of any Contributor or (c) the ownership, operation or conduct of the Business or the Assets prior to the Closing Date.

Appears in 4 contracts

Samples: Contribution, Conveyance and Assumption Agreement (Exterran Holdings Inc.), Contribution, Conveyance and Assumption Agreement (Exterran Partners, L.P.), Conveyance and Assumption Agreement (Universal Compression Partners, L.P.)

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Indemnification of the Recipients. Solely for the purpose of indemnification in this Section 7.2, the representations and warranties of the Contributors in this Restated Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. The Contributors shall indemnify and hold the Recipients and their respective affiliates (other than any of the Contributor Parties), equity holders (other than any of the Contributor Parties), directors, officers, employees, agents, representatives and insurers (together with the Recipients, the “Recipient Parties”) harmless from and against any and all Damages suffered by the Recipient 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 Restated Agreement, (b) any breach of any agreement or covenant under this Restated Agreement on the part of any Contributor or (c) the ownership, operation or conduct of the Business or the Assets prior to the Closing Date.

Appears in 1 contract

Samples: Contribution, Conveyance and Assumption Agreement (Universal Compression Holdings Inc)

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