Limitations Regarding Indemnification. (a) Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 (the “Annual Environmental Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar year.
(b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this Agreement.
(c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVOR’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this Agreement.
Limitations Regarding Indemnification. (a) The aggregate liability of SPLC under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,000.
(b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii), SPLC shall not be obligated to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible.
(c) With respect to Covered Right-of-Way and Permits Losses, SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of Covered Right-of-Way and Permits Losses exceeds $500,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Right-of-Way and Permits Deductible.
(d) With respect to Losses covered under Section 2.3(a)(ii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Retained Assets Deductible.
(e) With respect to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Litigation Matters Deductible.
(f) With respect to Losses covered under Section 2.3(a)(iv), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible.
(g) For the avoidance of doubt, there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article 2 other than that described in Sect...
Limitations Regarding Indemnification. (a) The indemnification obligation set forth in Sections 2.1(a), 2.2(a) and 2.2(b) shall terminate on the third anniversary of the Closing Date and the indemnification obligation set forth in Section 2.2(d) shall terminate on the 30th day after the termination of any applicable statute of limitations; provided, however, that any such indemnification obligation with respect to a Loss shall survive the time at which it would otherwise expire pursuant to this Section 2.4(a) if notice of such Loss is properly given to Rice prior to such time. The indemnification obligations set forth in Sections 2.2(c) and 2.3 shall survive indefinitely.
(b) The aggregate liability of Rice under Section 2.1(a) shall not exceed $15 million.
(c) No claims may be made against Rice for indemnification pursuant to Section 2.1(a) unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group exceeds $250,000, after which Rice shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Sections 2.4(a) and 2.4(b).
(d) In no event shall Rice be obligated to the Partnership Group under Section 2.1(a) or Section 2.2 for any Losses or income tax liabilities to the extent (i) any insurance proceeds are realized by the Partnership Group, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the Partnership Group as a result of such claim or (ii) any amounts are recovered by the Partnership Group from third persons.
Limitations Regarding Indemnification. (a) The aggregate liability of Seadrill and Seadrill Americas under Section 9.1 shall not exceed $450,000,000.
(b) All obligations of any party to indemnify, hold harmless pursuant to this Agreement, shall apply irrespective of cause and notwithstanding the negligence (whether sole, concurrent, joint, active or passive) or breach of duty (whether statutory, contractual or otherwise), gross negligence or willful misconduct, or the unseaworthiness of any vessel or unairworthiness of any aircraft or is the result of any pre-existing condition, of the indemnified Party or any other entity or party; provided, however, that the following claims and all obligations to pay such claims shall be excluded from the obligations to indemnify and hold harmless hereunder: (i) fines and penalties imposed on any indemnitee up to the amount of $10 million; (ii) punitive damages up to the amount of $10 million; and (iii) any and all damages cause by a party’s gross negligence or willful misconduct up to the amount of $10 million.
Limitations Regarding Indemnification. (a) The indemnification obligations of CEG set forth in Section 2.1 and Section 2.2 will survive until the third anniversary of the Closing Date and the indemnification obligations of CEG set forth in Section 2.3 will survive (i) until the third anniversary of the Closing Date in the case of subsections (b) and (d), (ii) until the first anniversary of the Closing Date in the case of subsection (c) and (iii) until sixty (60) days after the expiration of any applicable statute of limitations in the case of subsection (f); provided, however, that any such indemnification obligation will remain in full force and effect with respect only to any bona fide claim, for which supporting documentation in reasonable detail is provided, made thereunder pursuant to Section 2.6 prior to any such expiration and then only for such period as may be necessary for the resolution thereof. The indemnification obligations set forth in Sections 2.3(a) and (e) and Section 2.5 shall survive indefinitely.
(b) The aggregate liability of CEG under Section 2.1 will not exceed $15 million.
(c) No claims may be made against CEG for indemnification pursuant to this Article II unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group exceed $250,000, after which CEG will be liable for the amount of such claims in excess of $250,000 subject to the limitations of Section 2.4(b).
(d) Notwithstanding anything herein to the contrary, in no event will CEG have any indemnification obligations under this Agreement for claims made as a result of additions to or modifications of Environmental Laws or Environmental Permits (or interpretations thereof by the applicable Governmental Authority) after the Closing Date.
(e) Notwithstanding anything herein to the contrary, the liability of CEG for any indemnification obligations under this Agreement will be subject to reduction for (i) any insurance proceeds realized by the Partnership Group with respect to the indemnified matter, net of any premium that becomes due and payable as a result of such claim, (ii) any amounts recovered by the Partnership Group under contractual indemnities or otherwise from third Persons, (iii) any amounts included in the tariffs paid by the customers of the affected Asset and (iv) any amounts paid to the Partnership Group, or on behalf of the Partnership Group pursuant to this Article II. The Partnership Group hereby agrees to use commercially reasonable efforts to realize any applicable in...
Limitations Regarding Indemnification. (a) The aggregate liability of Exterran under Section 7.1(a) shall not exceed $5.0 million.
(b) No claims may be made against Exterran for indemnification pursuant to Sections 7.1(a) or 7.2(a) unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group or the Partnership Indemnitees exceed $250,000, after such time Exterran shall be liable for the full amount of such claims, subject to the limitations of Section 7.3(a).
(c) Notwithstanding anything herein to the contrary, in no event shall Exterran have any indemnification obligations under Section 7.1(a) for claims made as a result of additions to or modifications of Environmental Laws promulgated after the applicable Closing Date with respect to a particular Partnership Asset.
Limitations Regarding Indemnification. (a) No claims may be made against the Sponsor for indemnification pursuant to (i) Section 3.1(a) unless and until the aggregate dollar amount of the Known Remediation Losses suffered or incurred by the Partnership Group exceeds $67 million, and the Sponsor shall have no liability in respect of the first $67 million of Known Remediation Losses and (ii) Section 3.1(b) unless and until the aggregate dollar amount of the Unknown Remediation Losses suffered or incurred by the Partnership Group exceeds $5 million, and the Sponsor shall have no liability in respect of this first $5 million of Unknown Remediation Losses.
(b) The aggregate liability of the Sponsor under Section 3.1(b) shall not exceed $50 million.
(c) Notwithstanding anything herein to the contrary, in no event shall the Sponsor Entities have any indemnification obligations under Section 3.1(a) or Section 3.1(b) for Losses that arise solely as a result of additions to or modifications of Environmental Laws promulgated after the Closing Date.
Limitations Regarding Indemnification. (a) The aggregate liability of TETRA under Section 4.1(a) shall not exceed $5.0 million.
(b) No claims may be made against TETRA for indemnification pursuant to Sections 4.1(a) or 4.2 unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group exceeds $250,000, and thereafter TETRA shall be liable for the full amount of such Losses, subject to the limitations of Section 4.3(a).
(c) Notwithstanding anything herein to the contrary, in no event shall TETRA have any indemnification obligations under Section 4.1(a) for claims made as a result of additions to or modifications after the Closing Date of Environmental Laws existing as of the Closing Date or new Environmental Laws promulgated after the Closing Date.
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. Section 3.4 of the Omnibus Agreement is deleted in its entirety and replaced by the following text:
