Common use of Limitations Regarding Indemnification Clause in Contracts

Limitations Regarding Indemnification. (a) The indemnification obligation set forth in Sections 2.1(a), 2.2(a) and 2.2(b) shall terminate on the third anniversary of the Closing Date and the indemnification obligation set forth in Section 2.2(d) shall terminate on the 30th day after the termination of any applicable statute of limitations; provided, however, that any such indemnification obligation with respect to a Loss shall survive the time at which it would otherwise expire pursuant to this Section 2.4(a) if notice of such Loss is properly given to Rice prior to such time. The indemnification obligations set forth in Sections 2.2(c) and 2.3 shall survive indefinitely. (b) The aggregate liability of Rice under Section 2.1(a) shall not exceed $15 million. (c) No claims may be made against Rice for indemnification pursuant to Section 2.1(a) unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group exceeds $250,000, after which Rice shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Sections 2.4(a) and 2.4(b). (d) In no event shall Rice be obligated to the Partnership Group under Section 2.1(a) or Section 2.2 for any Losses or income tax liabilities to the extent (i) any insurance proceeds are realized by the Partnership Group, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the Partnership Group as a result of such claim or (ii) any amounts are recovered by the Partnership Group from third persons.

Appears in 4 contracts

Samples: Omnibus Agreement, Omnibus Agreement (Rice Energy Inc.), Omnibus Agreement (Rice Midstream Partners LP)

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Limitations Regarding Indemnification. (a) The indemnification obligation set forth in Sections 2.1(a), 2.2(a) and 2.2(b) shall terminate on the third anniversary of the Closing Date and the indemnification obligation set forth in Section 2.2(d2.2(e) shall terminate on the 30th day after the termination of any applicable statute of limitations; provided, however, that any such indemnification obligation with respect to a Loss shall survive the time at which it would otherwise expire pursuant to this Section 2.4(a) if notice of such Loss is properly given to Rice Oasis prior to such time. The indemnification obligations set forth in Sections 2.2(c), 2.2(d) and 2.3 shall survive indefinitely. (b) The aggregate liability of Rice Oasis under Section Sections 2.1(a), 2.2(a) and 2.2(b) shall not exceed $15 million. (c) No claims may be made against Rice Oasis for indemnification pursuant to Section 2.1(a) unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group exceeds $250,000100,000, after which Rice Oasis shall be liable for the full amount of such claims in excess of $250,000100,000, subject to the limitations of Sections 2.4(a) and 2.4(b). (d) In no event shall Rice Oasis be obligated to the Partnership Group under Section 2.1(a) or Section 2.2 for any Losses or income tax liabilities to the extent (i) any insurance proceeds are realized by the Partnership Group, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the Partnership Group as a result of such claim or (ii) any amounts are recovered by the Partnership Group from third persons.

Appears in 3 contracts

Samples: Omnibus Agreement (Oasis Midstream Partners LP), Omnibus Agreement (Oasis Midstream Partners LP), Omnibus Agreement (Oasis Midstream Partners LP)

Limitations Regarding Indemnification. (a) The indemnification obligation obligations set forth in Sections 2.1(a), 2.2(a) ), and 2.2(b) shall terminate on the third anniversary of the Closing Date and the indemnification obligation set forth in Section 2.2(d) shall terminate on the 30th 60th day after the termination of any applicable statute of limitations; provided, however, that any such indemnification obligation with respect to a Loss shall survive the time at which it would otherwise expire pursuant to this Section 2.4(a) if notice of such Loss is properly given to Rice EQT prior to such time. The indemnification obligations set forth in Sections 2.2(c), 2.2(e), 2.2(f) and 2.3 shall survive indefinitely. (b) The aggregate liability of Rice EQT under Section 2.1(a) shall not exceed $15 million. (c) No claims may be made against Rice EQT for indemnification pursuant to Section 2.1(a) unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group exceeds $250,000, after which Rice EQT shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Sections 2.4(a) and 2.4(b). (d) In no event shall Rice EQT be obligated to the Partnership Group under Section 2.1(a) or Section 2.2 Sections 2.2(a), 2.2(b), 2.2(d) or 2.2(e) for any Losses or income tax liabilities to the extent (i) such Losses or liabilities are reserved for in the Partnership Group’s financial statements as of December 31, 2011, (ii) any insurance proceeds are realized by the Partnership Group, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the Partnership Group as a result of such claim or claim, (iiiii) any amounts are recovered by the Partnership Group from third persons, or (iv) any amounts may be recovered from customers under the Partnership Group’s tariff filed with the Federal Energy Regulatory Commission (the “FERC”) as determined by the Partnership.

Appears in 3 contracts

Samples: Omnibus Agreement, Omnibus Agreement (EQT Midstream Partners, LP), Omnibus Agreement (EQT Midstream Partners, LP)

Limitations Regarding Indemnification. (a) The indemnification obligation obligations set forth in Sections 2.1(a), 2.2(a), 2.2(b) and 2.2(b2.2(d) shall terminate on the third (3rd) anniversary of the Closing Date Date, and the indemnification obligation set forth in Section 2.2(d2.2(c) shall terminate on the 30th sixtieth (60th) day after the termination of any applicable statute of limitations; provided, however, that any such indemnification obligation with respect to a Loss shall survive the time at which it would otherwise expire pursuant to this Section 2.4(a) if notice of such Loss is properly given to Rice the Sponsor prior to such time. The indemnification obligations set forth in Sections 2.2(cSection 2.2(e) and Section 2.3 shall survive indefinitely. (b) The aggregate liability of Rice the Sponsor under Section 2.1(a) shall not exceed $15 million10,000,000. (c) No claims may be made against Rice the Sponsor for indemnification pursuant to Section 2.1(a) unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group exceeds $250,000500,000, after which Rice the Sponsor shall be liable only for the full amount of such claims in excess of $250,000500,000, subject to the limitations of Sections 2.4(a) and 2.4(b). (d) In no event shall Rice the Sponsor be obligated to the Partnership Group under Section 2.1(a) or Section 2.2 Sections 2.2(a), 2.2(b), 2.2(c) or 2.2(d) for any Losses or income tax liabilities to the extent (i) such Losses or liabilities are reserved for in the Partnership Group’s financial statements as of December 31, 2012, (ii) any insurance proceeds are realized by the Partnership Group, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the Partnership Group as a result of such claim claim, or (iiiii) any amounts are recovered by the Partnership Group from third persons.

Appears in 2 contracts

Samples: Omnibus Agreement (OCI Resources LP), Omnibus Agreement (OCI Resources LP)

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Limitations Regarding Indemnification. (a) The indemnification obligation obligations set forth in Sections 2.1(a3.1(a), 2.2(a3.2(a), 3.2(b) and 2.2(b3.2(d) shall terminate on the third anniversary of the Closing Date September 18, 2016, and the indemnification obligation set forth in Section 2.2(d3.2(c) shall terminate on the 30th sixtieth (60th) day after the termination of any applicable statute of limitations; provided, however, that any such indemnification obligation with respect to a Loss shall survive the time at which it would otherwise expire pursuant to this Section 2.4(a3.4(a) if notice of such Loss is properly given to Rice the Sponsor prior to such time. The indemnification obligations set forth in Sections 2.2(cSection 3.2(e) and 2.3 shall survive indefinitely. (b) The aggregate liability of Rice the Sponsor under Section 2.1(a3.1(a) shall not exceed $15 million10,000,000. (c) No claims may be made against Rice the Sponsor for indemnification pursuant to Section 2.1(a3.1(a) unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group exceeds $250,000500,000, after which Rice the Sponsor shall be liable only for the full amount of such claims in excess of $250,000500,000, subject to the limitations of Sections 2.4(a3.4(a) and 2.4(b3.4(b). (d) In no event shall Rice the Sponsor be obligated to the Partnership Group under Section 2.1(a3.1(a) or Section 2.2 Sections 3.2(a), 3.2(b), 3.2(c) or 3.2(d) for any Losses or income tax liabilities to the extent (i) such Losses or liabilities are reserved for in the Partnership Group’s financial statements as of December 31, 2012, (ii) any insurance proceeds are realized by the Partnership Group, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the Partnership Group as a result of such claim claim, or (iiiii) any amounts are recovered by the Partnership Group from third persons.

Appears in 2 contracts

Samples: Indemnification Agreement (OCI Resources LP), Indemnification Agreement

Limitations Regarding Indemnification. (a) The indemnification obligation set forth in Sections 2.1(a), 2.2(a) and 2.2(b) shall terminate on the third anniversary of the Closing Date and the indemnification obligation set forth in Section 2.2(d) shall terminate on the 30th day after the termination of any applicable statute of limitations; provided, however, that any such indemnification obligation with respect to a Loss shall survive the time at which it would otherwise expire pursuant to this Section 2.4(a) if notice of such Loss is properly given to Rice EQT RE prior to such time. The indemnification obligations set forth in Sections 2.2(c) and 2.3 shall survive indefinitely. (b) The aggregate liability of Rice EQT RE under Section 2.1(a) shall not exceed $15 million. (c) No claims may be made against Rice EQT RE for indemnification pursuant to Section 2.1(a) unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group exceeds $250,000, after which Rice EQT RE shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Sections 2.4(a) and 2.4(b). (d) In no event shall Rice EQT RE be obligated to the Partnership Group under Section 2.1(a) or Section 2.2 for any Losses or income tax liabilities to the extent (i) any insurance proceeds are realized by the Partnership Group, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the Partnership Group as a result of such claim or (ii) any amounts are recovered by the Partnership Group from third persons.

Appears in 1 contract

Samples: Omnibus Agreement (Rice Midstream Partners LP)

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