Common use of RGS Indemnification Clause in Contracts

RGS Indemnification. Except with respect to indemnification for Environmental Claims, which are subject to Section 6.3 hereof, RGS shall defend, indemnify and save and hold RIRRC, its Affiliates, employees, directors, officers, representatives, successors and assigns, jointly and severally harmless from and against any and all claims, demand, losses, costs (including, without limitation, attorney’s fees and legal costs), expenses, damages, suits, actions, proceedings, causes of action, obligations and liabilities of whatever character (each individually, a “Loss) due to: (a) injury to or death of persons, (including RGS’ employees and notwithstanding any defense to such indemnification available to RGS under any worker’s compensation statute), and (b) loss or destruction of or damage to property; provided that, in the case of (a) and (b) above, such indemnity obligation is limited to the extent of Loss caused by (x) RGS’ ownership of the Gas Collections Systems and the Condensate Control, Treatment and Disposal System on and after the Acquisition Date, (y) any violation by RGS of any Legal Requirement or (z) any breach of this Agreement (including representation or warranty herein) intentional misconduct, negligent act or omission of RGS or its employees and RGS’ subcontractors or their employees or anyone acting on RGS’ behalf. Notwithstanding the above, nothing in this provision shall be construed to limit any right that RGS may have to seek common law statutory indemnity and/or contribution from RIRRC. RGS’ indemnification obligation is limited to the extent of RGS’ assets. The Parties agree that recourse under this provision shall be limited to RGS, its successors and assigns and the Parties shall not assert claims against any Affiliate of RGS (other than a successor or assignee of RGS) for recovery under this provision.

RGS Indemnification. Except with respect to indemnification for Environmental Claims, which are subject to Section 6.3 8.3 hereof, RGS shall defend, indemnify and save and hold RIRRC, its Affiliates, employees, directors, officers, representatives, successors and assigns, jointly and severally harmless from and against any and all claims, demand, losses, costs (including, without limitation, attorney’s fees and legal costs), expenses, damages, suits, actions, proceedings, causes of action, obligations and liabilities of whatever character (each individually, a “Loss) Loss due to: (a) injury to or death of persons, (including RGS’ employees and notwithstanding any defense to such indemnification available to RGS under any worker’s compensation statute), and (b) loss or destruction of or damage to property; provided that, in the case of (a) and (b) above, such indemnity obligation is limited to the extent of Loss caused by (x) RGS’ ownership operation of the Gas Collections Systems and the Condensate Control, Treatment and Disposal System on and after the Acquisition DateSystem, (y) any violation by RGS of any Legal Requirement or (z) any breach of this Agreement (including representation or warranty herein) intentional misconduct, negligent act or omission of RGS or its employees and RGS’ subcontractors or their employees or anyone acting on RGS’ behalf. Notwithstanding the above, nothing in this provision shall be construed to limit any right that RGS may have to seek common law statutory indemnity and/or contribution from RIRRC. RGS’ indemnification obligation is limited to the extent of RGS’ assets. The Parties agree that recourse under this provision shall be limited to RGS, its successors and assigns and the Parties shall not assert claims against any Affiliate of RGS (other than a successor or assignee of RGS) for recovery under this provision. Notwithstanding the foregoing, in the event that RIRRC asserts in writing and in good faith one or more indemnification claims, the unresolved amount of which exceeds $100,000 in the aggregate, then within 60 days after its receipt of the written notice of the claim that causes the amount of such unresolved claims to exceed $100,000, RGS shall either (i) deliver to RIRRC a bond or other security reasonably satisfactory to RIRRC in the amount of such unresolved good faith indemnification claims or (ii) cause RILG to agree in a writing that is reasonably satisfactory to RIRRC to satisfy RGS’s obligations with respect to such good faith indemnification claims; and failure by RGS to satisfy its obligations under this sentence shall constitute an Event of Default under Section 9.1(c).