Common use of Limitations Regarding Indemnification Clause in Contracts

Limitations Regarding Indemnification. (a) NuDevco shall not be obligated to indemnify, defend and hold harmless the Partnership Group for a Covered Environmental Loss under Section 2.1(a)(ii) until such time as the aggregate amount of all Covered Environmental Losses exceeds $250,000 (the “Environmental Deductible”), at which time NuDevco shall be obligated to indemnify the Partnership Group for the amount of Covered Environmental Losses under Section 2.1(a)(ii) that are in excess of the Environmental Deductible; provided, however, that in no event shall NuDevco be obligated to indemnify the Partnership Group for any amount of Covered Environmental Losses under Section 2.1(a)(ii) in excess of $7.0 million (the “Environmental Cap”). NuDevco shall not be obligated to indemnify, defend and hold harmless the Partnership Group for any individual Loss under Section 2.2 that is less than or equal to $25,000.00. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

Limitations Regarding Indemnification. (a) NuDevco With respect to Covered Environmental Losses under Section 7.1(a)(i) or Section 7.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, Sellers shall not be obligated to indemnify, defend and hold harmless the Partnership any Group for a Covered Environmental Loss under Section 2.1(a)(ii) Member until such time as the total aggregate amount of all Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $250,000 100,000 (the “Environmental Deductible”), at which time NuDevco Sellers shall be obligated to indemnify the Partnership Group for the amount of such Covered Environmental Losses under Section 2.1(a)(ii) that are in excess of the Environmental Deductible; provided, however, that in no event shall NuDevco be obligated . (b) To the extent an Indemnified Party is entitled to indemnify the Partnership Group indemnification for any amount of Losses under this Agreement other than Covered Environmental Losses, the Indemnifying Party shall not be liable for Losses under Section 2.1(a)(ii) that exceed, in excess of the aggregate, $7.0 13.5 million (the “Environmental Cap”). NuDevco shall not be obligated to indemnify, defend and hold harmless ) less the Partnership Group for any individual Loss under Section 2.2 that is less than or equal to $25,000.00Environmental Deductible. (bc) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) NuDevco USD shall not be obligated to indemnify, defend and hold harmless the Partnership any Group Member for a Covered Non-Environmental Loss under Section 2.1(a)(ii) 2.2 until such time as the aggregate amount of all Covered Non-Environmental Losses exceeds $250,000 500,000 (the “Non-Environmental Deductible”), at which time NuDevco USD shall be obligated to indemnify the Partnership Group for the amount of all Covered Non-Environmental Losses under Section 2.1(a)(ii) over the Non-Environmental Deductible that are in excess of the Environmental Deductible; provided, however, that in no event shall NuDevco be obligated to indemnify incurred by the Partnership Group for any amount of Covered Environmental Losses under Section 2.1(a)(ii) in excess of $7.0 million (the “Environmental Cap”). NuDevco shall not be obligated to indemnify, defend and hold harmless the Partnership Group for any individual Loss under Section 2.2 that is less than or equal to $25,000.00Group. (b) For the avoidance of doubt, the obligation of USD to indemnify any Group Member, as specified in Section 2.2, shall be limited to the extent of the Losses incurred by the Partnership with respect to its direct or indirect ownership interest in such Group Member. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY.