Indemnification Costs and Expenses. Section 5.01 Indemnification by Regency. Regency agrees to indemnify the Purchaser, Energy Transfer Equity, L.P., LE GP, LLC and their respective Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to (a) the breach of any of the representations, warranties or covenants of Regency contained herein, provided such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (whether or not such Purchaser Related Party is a primary defendant) (i) with respect to any breach of fiduciary duty (whether arising at law, in equity or by contract) or (ii) any violation of law or regulation by any Regency Related Party, in the case of (i) or (ii) in connection with the entry into this Agreement and the performance of the transactions contemplated hereby; provided, however, that no Purchaser Related Party shall be entitled to recover special, consequential or punitive damages with respect to claims pursuant to clause (a) of this Section 5.01. Notwithstanding anything to the contrary, consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnification.
Indemnification Costs and Expenses. (a) Borrower agrees to indemnify and hold harmless Lender and each manager, partner, director, officer, employee, agent, attorney and affiliate thereof (each such person, an “Indemnified Person”) from and against any and all Indemnified Liabilities; provided, that (i) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct of that Indemnified Person, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) to the extent such Indemnified Liabilities resulted solely from disputes between or among Indemnified Persons, and (ii) no Credit Party shall be liable for any settlement of any claim or proceeding effected by any Indemnified Person without the prior written consent of such Credit Party (which consent shall not be unreasonably withheld or delayed), but if settled with such consent or if there shall be a final judgment against an Indemnified Person, each of the Credit Parties shall indemnify and hold harmless such Indemnified Person from and against any loss or liability by reason of such settlement or judgment in the manner set forth in this Agreement.
Indemnification Costs and Expenses. Pay all amounts required to be paid by the Company pursuant to Section 11.15.
Indemnification Costs and Expenses. 22 Section 7.01Indemnification by the Partnership 22 Section 7.02Indemnification by Purchasers 22 Section 7.03Indemnification Procedure 23 ARTICLE VIII MISCELLANEOUS 24 Section 8.01Interpretation 24 Section 8.02Survival of Provisions 00 Xxxxxxx 0.00Xx Xxxxxx; Modifications in Writing 24 Section 8.04Binding Effect; Assignment 25 Section 8.05Aggregation of Purchased Units 25 Section 8.06Confidentiality and Xxx-Xxxxxxxxxx 00 Section 8.07Communications 25 Section 8.08Removal of Legend 26 Section 8.09Entire Agreement 27 Section 8.10Governing Law 27 Section 8.11Execution in Counterparts 27 Section 8.12Termination 27 Section 8.13Recapitalization, Exchanges, Etc 28 Section 8.14Obligations Limited to Parties to Agreement 28 Schedules and Exhibits Exhibit 10.1 Schedule 2.01 — List of Purchasers and Commitment Amounts Schedule 3.02 — Material Subsidiaries Schedule 8.07 — Notice and Contact Information Exhibit A — Form of Registration Rights Agreement Exhibit B — Form of Holland & Xxxx Legal Opinion Exhibit 10.1 COMMON UNIT PURCHASE AGREEMENT This COMMON UNIT PURCHASE AGREEMENT, is made and entered into as of July 14, 2014 (this “Agreement”), by and among American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”).
Indemnification Costs and Expenses. To the extent not reimbursed by Borrower and without limiting the obligation of Borrower to do so, each Lender agrees to reimburse CITBC, against, and hold CITBC, harmless from, on demand, to the extent of each such Lender's Share of, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever (including, without limitation, disbursements necessary, in the judgment of CITBC, to preserve or protect the Collateral), that may at any time be imposed on, incurred by, or asserted against CITBC, in any way relating to this Financing Agreement, a Letter of Credit, the Letter of Credit Guaranties or any other Loan Document or other instrument relating to any of the foregoing, or the transactions contemplated thereby and hereby, or any action taken or omitted by CITBC, under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from CITBC's, gross negligence or willful misconduct. The covenants contained in this paragraph 8 shall survive the termination of this Financing Agreement.
Indemnification Costs and Expenses. Section 8.1 Survival of Representations and Warranties 34 Section 8.2 Indemnification 34 Section 8.3 Indemnification Procedure 35 Section 8.4 Limitations 36 Section 8.5 Calculation of Losses 36 Section 8.6 No Duplication 37 Section 8.7 Tax Treatment of Indemnity Payments 37 Section 8.8 Release 37 Section 8.9 Exclusive Remedy 37 Section 8.10 No Reliance 37 ARTICLE IX
Indemnification Costs and Expenses. Section 5.01 Indemnification by Inergy 16 Section 5.02 Indemnification by Purchaser 16 Section 5.03 Indemnification Procedure 16 ARTICLE VI MISCELLANEOUS
Indemnification Costs and Expenses. Section 7.1 Indemnification by the Contributor Parties 60 Section 7.2 Indemnification by Acquiror 60 Section 7.3 Limitations and Other Indemnity Claim Matters 61 Section 7.4 Indemnification Procedure 63 Section 7.5 Calculation of Losses 64 Section 7.6 No Duplication 64 Section 7.7 Tax Treatment of Indemnity Payments 64 Section 7.8 Release 64 Section 7.9 Exclusive Remedy 65 Section 7.10 No Reliance 65 ARTICLE VIII
Indemnification Costs and Expenses. Section 6.01
Indemnification Costs and Expenses. 16 Section 8.01 Indemnification by the Partnership Contributors 16 Section 8.02 Indemnification Procedure 16 Section 8.03 Survival 18 Article IX MISCELLANEOUS 18 Section 9.01 Expenses 18 Section 9.02 Interpretation 18 Section 9.03 Amendments and Waivers 19 Section 9.04 Binding Effect 19 Section 9.05 Communications 19 Section 9.06 Entire Agreement 20 Section 9.07 Governing Law; Submission to Jurisdiction 20 Section 9.08 Waiver of Jury Trial 20 Section 9.09 Execution in Counterparts 20 Section 9.10 Successors and Assigns 21 Section 9.11 Severability 21 Section 9.12 No Recourse 21 Section 9.13 Remedies Generally 21 EXHIBITS EXHIBIT A – First Contribution EXHIBIT B-1 – Second Contribution - Contributed Units EXHIBIT B-2 – Second Contribution – Issued Units EXHIBIT C – Selling Partnership Common Units EXHIBIT D – LP Agreement EXHIBIT E – Management Services Agreement EXHIBIT F – Tax Treatment CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) by and among Mach Natural Resources LP, a Delaware limited partnership (the “Partnership”), Mach Natural Resources Holdco LLC, a Delaware limited liability company (“Mach Natural Resources Holdco”), Mach Natural Resources Intermediate LLC, a Delaware limited liability company (“Mach Natural Resources Intermediate”) and those Persons designated as “Holdings Contributors” or “Partnership Contributors” on Exhibit A or Exhibit B-1, respectively (the “Contributors”), is entered into as of 12:01 a.m. (Eastern Time) on October 13, 2023 (the “Execution Date”). The Partnership and each of the Contributors are each referred to herein separately as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LP Agreement (as defined below).
