Common use of Indemnification Costs and Expenses Clause in Contracts

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. Section 5.01 Indemnification by Regency. Regency (a) Borrower agrees to indemnify and hold harmless each of the Purchaser, Energy Transfer Equity, L.P., LE GP, LLC Collateral Agent and Lenders and each of their respective Representatives Related Parties (collectivelyeach such Person, an “Purchaser Related PartiesIndemnified Person”) from, from and hold each of them harmless against, 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 herebyIndemnified Liabilities; provided, however, that (i) no Purchaser Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the bad faith, gross negligence or willful misconduct of that Indemnified Person (or of its Related Parties), in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, (ii) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from a material breach of any obligation of such Indemnified Person hereunder, and (iii) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from any claim by one Indemnified Person against another Indemnified Person that does not relate to any act or omission of any Credit Party, and (iv) no Credit Party shall be entitled to recover specialliable 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), consequential but if settled with such consent or punitive damages if there shall be a final judgment against an Indemnified Person, each of the Credit Parties shall, jointly and severally, 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. This Section 11.2(a) shall not apply 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 UnitsTaxes, which is specifically included in damages covered shall be governed solely by Purchaser Related Parties’ indemnificationSection 2.6.

Indemnification Costs and Expenses. Section 5.01 6.01 Indemnification by RegencyK-Sea. Regency From and after the First Transaction Closing, K-Sea agrees to indemnify the Purchaser, Energy Transfer Equity, L.P., LE GP, LLC Purchaser and their respective its 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, 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, damages or expenses of any kind or nature whatsoever, 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 them), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (ai) the failure of any of the representations or warranties made by K-Sea contained herein to be true and correct in all material respects as of the date hereof, as of the First Transaction Closing Date and, if there is a Second Transaction Closing, as of the Second Transaction Closing Date (except with respect to any provisions including the word “material” or words of similar import, with respect to which such representations and warranties must have been true and correct) or (ii) the breach of any of the representations, warranties or covenants of Regency K-Sea contained herein; provided, provided that in the case of the immediately preceding clause (i), 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 herebywarranty; provided, however, that no for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party shall be entitled have given notice (stating in reasonable detail the basis of the claim for indemnification) to recover specialK-Sea shall constitute the date upon which such claim has been made; provided, consequential or punitive damages with respect to claims pursuant to clause (a) further, that the liability of this Section 5.01. Notwithstanding anything to the contrary, consequential damages K-Sea shall not be deemed to include diminution greater in value of amount than the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnificationPurchase Price.

Indemnification Costs and Expenses. Section 5.01 Indemnification by Regency. Regency (a) Borrower agrees to indemnify the Purchaser, Energy Transfer Equity, L.P., LE GP, LLC and hold harmless each of Lender and its Affiliates (and its or their successors and assigns) and each of its and their respective Representatives managers, members, equityholders, partners, controlling Persons, directors, officers, employees, agents or sub-agents, advisors and affiliates (collectivelyeach such Person, an “Purchaser Related PartiesIndemnified Person”) from, from and hold each of them harmless against, 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 Indemnified Liabilities; provided 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) Borrower shall not have any obligation to any Indemnified Person hereunder with respect to any breach Indemnified Liabilities to the extent such Indemnified Liabilities arise from the bad faith, gross negligence or willful misconduct of fiduciary duty such Indemnified Person (whether arising at lawor its Affiliates or controlling Persons or its or their respective directors, officers, managers, partners, members, equityholders, agents, sub-agents or advisors), in equity or each case, as determined by contract) or a final, non-appealable judgment of a court of competent jurisdiction, (ii) Borrower shall not have any violation of law or regulation by obligation to 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 Indemnified Person hereunder with respect to claims pursuant to clause (a) of this Section 5.01. Notwithstanding anything any Indemnified Liabilities to the contraryextent such Indemnified Liabilities arise from a material breach of any obligation of Lender hereunder, consequential damages and (iii) Borrower shall not have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from any claim by one Indemnified Person against another Indemnified Person that does not relate to any act or omission of any Credit Party or any of its Subsidiaries, and (iv) Borrower shall not be deemed to include diminution 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 conditioned, withheld or delayed), but if settled with such consent or if there shall be a final judgment against an Indemnified Person, Borrower shall indemnify and hold harmless such Indemnified Person from and against any loss or liability by reason of such settlement or judgment in value of the Purchased Units, which is specifically included manner set forth in damages covered by Purchaser Related Parties’ indemnificationthis Agreement.

Indemnification Costs and Expenses. Section 5.01 Indemnification To the fullest extent permitted by Regency. Regency agrees to law, the Borrower shall indemnify the Purchaserdefend, Energy Transfer Equityand hold harmless EBCE and its officials, L.P.officers, LE GPemployees, LLC agents, and their respective Representatives contractors (collectively, the “Purchaser Related PartiesIndemnitees”) from, against and hold each of them the Indemnitees harmless against, from any and all lossesclaims, actions, suits, proceedings (including any investigationsproceedings, litigation or inquiries)damages, demandsliabilities, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, lossesreasonable expenses (collectively, liabilities, damages, or expenses of any kind or nature whatsoever“Claims”), 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 ofattorneys’ fees, arising out of, connected with or in resulting from any way related acts or omission to act by the Borrower (a) or the breach of any of the representationsBorrower’s officers, warranties employees, agents 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 (iicontractors) in connection with or related to the entry into Loan, this Agreement and or the performance of the transactions contemplated herebyProject; provided, however, that no Purchaser Related Party the Borrower shall not be entitled required to recover indemnify the Indemnitees for any Claims that are caused by the sole gross negligence, bad faith or willful misconduct of the Indemnitees. Xxxxxxxx’s duty to indemnify, defend, and hold harmless EBCE and the Indemnitees shall extend to Claims, including attorneys’ fees, arising out of, connected with or resulting from any acts or omission to act by the Borrower (or the Borrower’s officers, employees, agents or contractors) in connection with or related to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code. Borrower shall not assert, and hereby waives, any claim against any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, the Loan or the use of the proceeds thereof, or the Project. The Borrower shall promptly pay the reasonable out-of-pocket expenses and disbursements of EBCE, including reasonable attorney fees, and related expenses and disbursements, in connection with: (A) obtaining by the Borrower of any waiver or consent under this Agreement, the Loan or any Event of Default hereunder, (B) the preparation, execution, delivery, administration, defense and enforcement or preservation of rights in connection with a workout, restructuring or waiver with respect to claims pursuant to clause the Loan, and (aC) the occurrence of an Event of Default and collection and other enforcement proceedings resulting therefrom. The Borrower shall pay all amounts due under this Section 5.08 within twenty (20) days after written demand. The provisions of this Section 5.01. Notwithstanding anything to 5.08 shall survive the contrary, consequential damages shall not be deemed to include diminution in value repayment of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnificationLoan and the termination of this Agreement.