Partnership’s Indemnity. The Partnership agrees to indemnify, defend and hold harmless each Encore Operating Party from and against any and all Damages arising out of this Agreement, whether such Damages arise on account of the furnishing of Services hereunder, the failure to furnish Services hereunder, or otherwise, and whether or not such Damages were caused by the negligence of any Encore Operating Party, including the Encore Operating Party’s sole negligence; provided, however, that the foregoing limitation shall not apply to Damages caused by the Encore Operating Party’s gross negligence or willful, intentional misconduct.
Partnership’s Indemnity. The Partnership agrees to indemnify, defend and hold harmless each Vanguard Party from and against any and all Damages arising out of this Agreement, whether such Damages arise on account of the furnishing of Services hereunder, the failure to furnish Services hereunder, or otherwise, and whether or not such Damages were caused by the negligence of any Vanguard Party, including the Vanguard Party’s sole negligence; provided, however, that the foregoing limitation shall not apply to Damages caused by the Vanguard Party’s gross negligence or willful, intentional misconduct.
Partnership’s Indemnity. The Partnership agrees to indemnify, defend and hold harmless each Manager Operating Party from and against any and all Damages arising out of this Agreement, whether such Damages arise on account of the furnishing of Services hereunder, the failure to furnish Services hereunder, or otherwise, and whether or not such Damages were caused by the negligence of any Manager Operating Party, including the Manager Operating Party’s sole negligence; provided, however, that the foregoing limitation shall not apply to Damages caused by the Manager Operating Party’s gross negligence or willful misconduct.
Partnership’s Indemnity. (a) Partnership shall indemnify and save harmless the Operator against all actions, claims, demands, costs and liabilities arising out of the acts (or failure to act) of Operator in good faith within the scope of its authority in the course of Operation of the Line including claims, demands, costs and liabilities arising from the negligence of Operator, its officers, agents, employees, or Affiliates, and Operator shall not be liable for any obligations, liabilities, or commitments incurred by or on behalf of the Partnership as a result of any such acts (or failure to act). Operator shall not be indemnified for its gross negligence or wilful misconduct.
(b) Any and all claims, damages or causes of action in favour of anyone other than Partnership arising out of the Operation of the Line which are not covered by insurance as per Section 3.7 shall be settled or litigated and defended by Operator in accordance with its best judgment and discretion when (i) the amount involved is less than a ceiling amount to be established by the Management Committee; (ii) no injunctive or similar relief is sought; and (iii) no criminal sanction is sought; otherwise, such decision shall be made by the Management Committee, and any settlement or defense thereof shall be controlled by the Management Committee.
Partnership’s Indemnity. The Partnership agrees to indemnify, defend and hold harmless each Pioneer Indemnified Party from and against any and all Damages arising out of or relating in any way to this Agreement, whether such Damages arise on account of the furnishing of Services hereunder, the failure to furnish Services hereunder, or otherwise, and whether or not such Damages were caused by the negligence or gross negligence of any Pioneer Indemnified Party, including the Pioneer Indemnified Party’s sole negligence or sole gross negligence; provided, however, that the foregoing indemnification shall not apply to Damages caused by a Pioneer Indemnified Party if there has been a final decision determining that such Pioneer Indemnified Party acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was unlawful.
Partnership’s Indemnity. 9 3.7 INSURANCE....................................................... 10
Partnership’s Indemnity. ATA and the Partnership jointly and severally, hereby agree to indemnify and hold the Contributors, the Contributed Entity, the Property Owner and their respective employees, directors, members, partners, affiliates and agents (the “Contributor Indemnitees”) harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) which the Contributor Indemnitees may suffer or incur by reason of (a) any breach by the Partnership of its representations or warranties contained in this Agreement, (b) any act or cause of action occurring or accruing on or after the Subsequent Closing Date and arising from the ownership of the Interests or the Contributed Entity on or after to the Subsequent Closing Date, and (c) the ownership or operation of the Contributed Entity, the Property Owner or the Property and relating to the period on or after the Subsequent Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Subsequent Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’ operations at any time on or after the Subsequent Closing Date.
Partnership’s Indemnity. Assuming the Closing occurs and subject to the provisions of this Article XI, Partnership agrees to indemnify, defend (with counsel reasonably acceptable to DETTCO) and hold DETTCO and its Affiliates and their respective officers, directors, shareholders, unitholders, members, managers, agents, employees, representatives, successors and permitted assigns (said Persons being sometimes referred to as the "DETTCO Indemnitees") harmless from and against and in respect of any DETTCO's Damages arising out of or resulting from, and shall pay the DETTCO Indemnitees the full amount of DETTCO's Damages that the DETTCO Indemnitees may be obligated to pay on account of:
(a) any breach of a representation or breach of warranty contained in this Agreement (or in the certificate delivered to DETTCO pursuant to Section 7.2(a) of this Agreement) or any failure to perform any covenant or agreement made or undertaken by Partnership in this Agreement (or any omission relating thereto from the certificate delivered to DETTCO pursuant to Section 7.2(a) of this Agreement);
(b) the ownership or operation of the Assets or the Businesses from and after the Effective Time, or the occurrence of any damages or injuries on or subsequent to the Effective Time related to the operation of the Assets or the Businesses regardless of when the fact or event giving rise to such damages or injuries occurs, and regardless of when a Claim is recognized or asserted with respect to such damages or injuries;
(c) one-half of all Certain Transaction Costs;
(d) the Assumed Obligations and the Partnership Assumed Obligations;
(e) following the fifth anniversary of the Closing Date, (i) the ownership or operation of the Assets or the Businesses prior to the Closing Date, including without limitation, the matters specified in Section 11.1 (except for Section 11.1(d) and the Retained Obligations described in Exhibit I) and in Section 11.2, and (ii) the Retained Obligations other than those Retained Obligations described in Exhibit I; or
(f) any failure to perform the covenant by Partnership made in Section 11.2(c) of this Agreement.
Partnership’s Indemnity. The Partnership agrees to indemnify, defend ----------------------- and hold the Contributors, the Title Holding Entities and their respective Equity Holders and Cabot Partners harmless from and against any liability, claim, demand, loss or damage (for the survival period provided in Section 14.1, ------------ except with respect to clauses (a) and (d) below, which shall not be so limited)
(a) asserted by any person or entity against any of them with respect to the Properties or otherwise arising from any act or omission of the Partnership, its agents, employees or contractors occurring on or after the Closing; (b) arising from any breach by the Partnership of any obligation of the Partnership under this Agreement; (c) for proration payments under Article 11; (d) arising from ---------- events occurring after the Closing with respect to the Properties, except for liabilities subject to proration under Article 11; or (e) arising from any ---------- breach by the Partnership of its representations and warranties in Article 6. ---------
Partnership’s Indemnity. 8.2.1 The Partnership shall indemnify and hold harmless Operator and its agents, and employees from and against all actions, claims, demands, costs and liabilities (including reasonable attorneys’ fees) (but only to the extent that such actions, claims, demands, costs and liabilities are not satisfied by insurance) arising out of the acts (or failure to act) in good faith of Operator, its agents and employees within the scope of Operator’s authority under this Operating Agreement, including actions, claims, demands, costs and liabilities resulting from the negligence of Operator, its agents and employees, and Operator, its agents and employees shall not be liable for any obligations, liabilities, or commitments incurred by or on behalf of the Partnership as a result of any such acts (or failure to act). Operator, its agents and employees shall not be indemnified for any actions, claims, demands, costs and liabilities resulting from their gross negligence or willful misconduct.
8.2.3 Any and all claims, damages or causes of action against the Partnership in favor of anyone other than the Partnership or Operator arising out of the pre-certification design, construction, operation, maintenance, and administration of the Facilities which are not covered by insurance shall be settled or litigated and defended by Operator in accordance with its best judgment and discretion when either (A) (i) the amount involved is less than a ceiling amount to be established by the Management Committee, (ii) no injunctive or similar relief is sought, (iii) no criminal sanction is sought, and (iv) no environmental or safety issues are involved; or (B) the action is one for which Operator is required to provide indemnification pursuant to §8.1 of this Agreement. Otherwise, any decision to settle, litigate or defend such claims, damages or causes of action shall be made by the Partnership.
