Waiver and Indemnification. KSL HEREBY WAIVES ANY AND ALL CLAIMS AGAINST KSI, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (THE "KSI PARTIES") FOR DAMAGES RESULTING FROM PERFORMANCE OF, ERROR OR DELAY IN PERFORMANCE, ATTEMPTING TO PERFORM OR FAILING TO PERFORM, ANY RESPONSIBILITIES HEREUNDER, OR ANY DAMAGES OF ANY KIND RELATED THERETO, INCLUDING CLAIMS ARISING AS A RESULT OF THE EXPRESS NEGLIGENCE OF SUCH PERSONS UNLESS SUCH DAMAGES RESULTED FROM THE WILLFUL MISCONDUCT OF SUCH PERSONS. FURTHER, KSL HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD THE KSI PARTIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, CAUSES OF ACTION AND LEGAL LIABILITIES ARISING OUT OF, IN CONNECTION WITH, OR AS AN INCIDENT TO, THIS AGREEMENT OR ANY ACT OR OMISSION IN THE PERFORMANCE BY SUCH PERSONS OF THEIR RESPONSIBILITIES HEREUNDER, INCLUDING DAMAGES, CAUSES OF ACTION AND LEGAL LIABILITIES ARISING AS A RESULT OF THE NEGLIGENCE OF SUCH PERSONS, UNLESS SUCH DAMAGES RESULTED FROM THE WILLFUL MISCONDUCT OF SUCH PERSONS SEEKING INDEMNIFICATION.
Appears in 4 contracts
Samples: Administrative Services Agreement (Kaneb Services LLC), Administrative Services Agreement (Kaneb Services LLC), Administrative Services Agreement (Kaneb Services LLC)
Waiver and Indemnification. KSL THE PARTNERSHIP HEREBY WAIVES ANY AND ALL CLAIMS AGAINST KSIWEATHERFORD, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES EMPLOYEES, AND AGENTS (THE "KSI WEATHERFORD PARTIES") FOR DAMAGES RESULTING FROM PERFORMANCE OF, ERROR OR DELAY IN PERFORMANCE, ATTEMPTING TO PERFORM OR FAILING TO PERFORM, ANY RESPONSIBILITIES HEREUNDER, OR ANY DAMAGES OF ANY KIND RELATED THERETO, INCLUDING CLAIMS ARISING AS A RESULT OF THE EXPRESS NEGLIGENCE OF SUCH PERSONS UNLESS SUCH DAMAGES RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSONS. FURTHER, KSL THE PARTNERSHIP HEREBY AGREES TO DEFEND, INDEMNIFY INDEMNIFY, AND HOLD WEATHERFORD, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES HARMLESS TO THE KSI PARTIES HARMLESS FROM AND EXTENT OF THE PARTNERSHIP'S PARTICIPATION THEREIN AGAINST ANY AND ALL CLAIMS, DAMAGES, CAUSES OF ACTION ACTION, AND LEGAL LIABILITIES ARISING OUT OF, IN CONNECTION WITH, OR AS AN INCIDENT TO, THIS AGREEMENT OR ANY ACT OR OMISSION IN THE PERFORMANCE BY SUCH PERSONS OF THEIR RESPONSIBILITIES HEREUNDER, INCLUDING DAMAGES, CAUSES OF ACTION ACTION, AND LEGAL LIABILITIES ARISING AS A RESULT OF THE NEGLIGENCE OF SUCH PERSONS, UNLESS SUCH DAMAGES RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSONS SEEKING INDEMNIFICATION.
Appears in 3 contracts
Samples: Merger Agreement (Universal Compression Inc), Transitional Services Agreement (Weatherford International Inc /New/), Transitional Services Agreement (Universal Compression Inc)
Waiver and Indemnification. KSL GRANT PRIDECO HEREBY WAIVES ANY AND ALL CLAIMS AGAINST KSIWEATHERFORD, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (THE "KSI WEATHERFORD PARTIES") FOR DAMAGES RESULTING FROM PERFORMANCE OF, ERROR OR DELAY IN PERFORMANCE, ATTEMPTING TO PERFORM OR FAILING TO PERFORM, ANY RESPONSIBILITIES HEREUNDER, OR ANY DAMAGES OF ANY KIND RELATED THERETO, INCLUDING CLAIMS ARISING AS A RESULT OF THE EXPRESS NEGLIGENCE OF SUCH PERSONS UNLESS SUCH DAMAGES RESULTED FROM THE WILLFUL MISCONDUCT OF SUCH PERSONS. FURTHER, KSL GRANT PRIDECO HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD THE KSI WEATHERFORD PARTIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, CAUSES OF ACTION AND LEGAL LIABILITIES ARISING OUT OF, IN CONNECTION WITH, OR AS AN INCIDENT TO, THIS AGREEMENT OR ANY ACT OR OMISSION IN THE PERFORMANCE BY SUCH PERSONS OF THEIR RESPONSIBILITIES HEREUNDER, INCLUDING DAMAGES, CAUSES OF ACTION AND LEGAL LIABILITIES ARISING AS A RESULT OF THE NEGLIGENCE OF SUCH PERSONS, UNLESS SUCH DAMAGES RESULTED FROM THE WILLFUL MISCONDUCT OF SUCH PERSONS SEEKING INDEMNIFICATION.
Appears in 3 contracts
Samples: Transition Services Agreement (Grant Prideco Inc), Transition Services Agreement (Weatherford International Inc /New/), Transition Services Agreement (Grant Prideco Inc)