Indemnification by Contributing Parties Clause Samples
The "Indemnification by Contributing Parties" clause requires parties who contribute to a project or agreement to compensate and protect the other party from losses, damages, or legal claims arising from their actions or omissions. Typically, this means that if a contributing party's conduct leads to a lawsuit or financial liability, they are responsible for covering the associated costs, such as legal fees or settlements. This clause serves to allocate risk by ensuring that each party is accountable for their own actions, thereby protecting the other party from unforeseen liabilities caused by contributors.
Indemnification by Contributing Parties. (a) Subject to the other provisions of this Article 5, the Contributing Parties shall, jointly and severally, indemnify, defend and hold harmless EPE LP from and against any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s fees and expert fees) of any and every kind and character (“Losses”), insofar as such Losses arise out of or are based upon:
(1) the failure of the Contributing Parties to be the owner of the interests Transferred Assets as are necessary for EPE LP to continue to own the Transferred Assets and to derive the benefits therefrom in accordance with the terms of such equity interests;
(2) the failure of the Contributing Parties to have at the Effective Time on the Closing Date any consent or approval of a Governmental Authority necessary to allow EPE LP to own the Transferred Assets; and
(3) all federal, state and local income tax liabilities attributable to the Transferred Assets allocable prior to the Effective Time on the Closing Date, including any such income tax liabilities of the Contributing Parties that may result from the consummation of the transactions contemplated by this Agreement.
(b) Notwithstanding anything in this Agreement to the contrary, none of the Contributing Parties shall be liable to, or for any obligation of, EPE LP except as expressly set forth in this Agreement.
Indemnification by Contributing Parties. (a) Subject to the provisions of Sections 12.05(b) and 13.02(a), and the limitations set forth in Section 14.02(b) below, as the exclusive remedy of the Starwood Parties under this Agreement after Closing, the Contributing Parties hereby jointly and severally (except as otherwise provided in Section 7.01(b)(ii) above, with respect to the representations and warranties therein made severally by the Contributing Parties and as to which the indemnification obligations created hereby shall also be several), agree to indemnify each of the Starwood Parties (who for purposes of this Article XIV, shall include each of their respective Affiliates, officers, directors, partners, employees, agents, representatives, successors and permitted assigns) and hold each of them harmless against and pay on behalf of or reimburse such Starwood Parties in respect of any liability (including, without limitation, interest, penalties, reasonable attorneys fees and expenses, court costs and amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "Losses") which any such Starwood Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of the breach of any covenant, representation or warranty made by the Contributing Parties under this Agreement (a "Breach").
(b) The indemnification provided for in Section 14.02(a) above is subject to the following limitations:
(i) Each Contributing Party will be liable to the Starwood Parties under Section 14.02(a) with respect to a Breach only (a) if Starwood Parties had no Knowledge of such Breach on or before the Closing Date; and (b) the Starwood Parties give the Contributing Party written notice of such claim under Section 14.02(a):
(A) within the earlier of (i) six months after the Closing Date or (ii) thirty (30) days following completion of the final determination of Closing Net Working Capital of any Property Company pursuant to Section 4.01(d) for claims arising from or relating to any Breach except a breach of the representations and warranties of Contributing Parties under Sections 7.01(b)(i), (b)(ii), (c), (e), (n) or (x);
(B) within twelve (12) months after the Closing Date for claims arising from or relating to any breaches of the representations and warranties of the Contributing Parties under Section 7.01(b)(i);
(C) within eighteen (18) months after the Closing Date for claims arising from or relating to any breaches of the repres...