Indemnification for Breach of Representation or Warranty Clause Samples
Indemnification for Breach of Representation or Warranty. (a) After the Closing, each of the Sellers hereby jointly and severally agrees to indemnify and hold the Purchaser harmless from any claims, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments and other damages including reasonable attorneys' fees (collectively "Damages"), incurred by the Purchaser as a result of (i) any breach by any Seller of any representation or warranty of any of the Sellers contained in Article II of this Agreement; or (ii) a failure by the Sellers to perform in any material respect any covenant or agreement required to be performed by it under this Agreement, or (iii) the litigation set forth on Schedule 2.04 provided, however, that the Sellers shall have no liability to the Purchaser under this paragraph unless the Purchaser shall have first delivered to Magellan a written claim to indemnification hereunder on or before the date which is 18 months after the Closing Date except as otherwise provided in Section 8.01; provided, further, that the Sellers shall only be liable to indemnify the Purchaser in the event that (i) Damages arising under this Agreement for which claims may be brought under this Section 6.01(a), and (ii) Damages for which indemnification claims may be brought by the purchaser(s) under, and that are incorporated into this Agreement pursuant to, the JV Purchase Agreement ("JV Damages") exceed, in the aggregate, $6,000,000 (the "Indemnification Threshold"). In the event the Indemnification Threshold is met or has been met at any time in the past, Sellers shall indemnify Purchaser for all Damages hereunder for which claims for indemnification may be brought. Notwithstanding the foregoing, the Indemnification Threshold shall not be applicable to Damages incurred by the Purchaser as a result of a breach by the Sellers of the representations and warranties set forth in Sections 2.01(a), (b) and (d), 2.02, 2.04, 2.06, and 2.14, and with respect to clause (iii) in the first sentence of this Section 6.01(a) ("Purchaser's First Dollar Damages"). The parties acknowledge and agree that Purchaser's First Dollar Damages or first dollar Damages incurred by purchaser(s) under the JV Purchase Agreement shall not count toward or be applied against the Indemnification Threshold.
Indemnification for Breach of Representation or Warranty. Each of the Limited Partners agrees to indemnify and hold harmless the Partnership and any other Partners, their respective agents and representatives, from and against any and all loss, claims, damage or liability directly related to any breach of the foregoing representations and warranties (including any omissions related thereto, whether existing on the date hereof or subsequent hereto) by such Limited Partner, including, but without limitation, costs and attorneys' fees in respect of any matter related hereto.
Indemnification for Breach of Representation or Warranty. (a) After the Closing, Charter Inc. agrees to indemnify and hold Crescent Operating harmless from any claims, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments and other damages, including reasonably attorneys' fees and expenses (collectively "Damages"), incurred by Crescent Operating as a result of (i) any breach by Charter Inc. of any representation or warranty of Charter Inc. contained in Article II of this Agreement; or (ii) a failure by Charter Inc. to perform in any material respect any covenant or agreement required to be performed by it under this Agreement; provided, however, that Charter Inc. shall have no liability to Crescent Operating under this paragraph unless Crescent Operating shall have first delivered to Charter Inc. a written claim to indemnification hereunder on or before the date which is 18 months after the Closing Date, except as otherwise provided in Section 8.1; provided, further, that Charter Inc. shall not be liable for Damages in excess of an aggregate of $100,000,000 under this Agreement, the Purchase Agreement[and the Joint Venture Purchase Agreement to be entered into by Magellan and CBHS prior to the closing of the transactions contemplated by the Purchase Agreement (the "Indemnification Cap").
(b) After the Closing, Crescent Operating agrees to indemnify and hold Charter Inc. harmless from any Damages incurred by Charter Inc. as a result of (i) any breach by Crescent Operating of any representation or warranty of Crescent Operating contained in Article III of this Agreement; or (ii) a failure by Crescent Operating to perform in any material respect a covenant or agreement required to be performed by it under this Agreement; provided, however, that Crescent Operating shall have no liability to Charter Inc. under this paragraph unless Charter Inc. shall have first delivered to Crescent Operating a written claim to indemnification hereunder on or before the date which is 18 months after the Closing Date; provided, further, that Crescent Operating shall not be liable for Damages in excess of the Indemnification Cap.
(c) Subject to the provisions of Sections 6.1(a) and 6.1(b), in the event of the occurrence of an event in which any party asserts a claim for Damages, such party shall provide the indemnifying party with prompt notice of such event and shall otherwise make available to the indemnifying party all relevant information which is material to the claim and which is in the possession of the i...