Common use of Indemnification of the Partnership and other Parties Clause in Contracts

Indemnification of the Partnership and other Parties. Solely for the purpose of indemnification in this Section 8.2, the representations and warranties of the Contributing Parties in this Agreement (other than the representation and warranty contained in Section 3.16(a)) shall be deemed to have been made without regard to any materiality or Material Adverse Effect or knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIII, the Contributing Parties shall, jointly and severally, indemnify and hold the Group Members and their respective directors, officers, employees, agents and representatives (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) any breach of a representation or warranty of the Contributing Parties in this Agreement, (b) any breach of any agreement or covenant in this Agreement on the part of the Contributing Parties, or (c) any of the Excluded Liabilities.

Indemnification of the Partnership and other Parties. Solely for the purpose of indemnification in this Section 8.2, the representations and warranties of the Contributing P66 Parties in this Agreement (other than the representation and warranty contained in Section 3.16(a)) shall be deemed to have been made without regard to any materiality or Material Adverse Effect or knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIII, the Contributing P66 Parties shall, jointly and severally, indemnify and hold the Group Members and their respective directors, officers, employees, agents and representatives (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) any breach of a representation or warranty of the Contributing P66 Parties in this Agreement, (b) any breach of any agreement or covenant in this Agreement on the part of the Contributing P66 Parties, or (c) any of the Excluded LiabilitiesLiabilities or (d) any sales or use Tax imposed on the contributions described in Article II or the Prior Conveyances.

Indemnification of the Partnership and other Parties. (a) Solely for the purpose of indemnification in this Section 8.2, the representations and warranties of the Contributing P66 Parties in this Agreement (other than the representation and warranty contained in Section 3.16(a)) shall be deemed to have been made without regard to any materiality or Material Adverse Effect or knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIII, the Contributing P66 Parties shall, jointly and severally, indemnify and hold the Group Members and their respective directors, officers, employees, agents and representatives (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees (including indirectly as a result of any Partnership Indemnitee’s ownership of partnership interests of P66 Opco) as a result of, caused by, arising out of, or in any way relating to (ai) any breach of a representation or warranty of the Contributing P66 Parties in this Agreement, (bii) any breach of any agreement or covenant in this Agreement on the part of the Contributing Parties, P66 Parties or (ciii) any of the Excluded Liabilities.

Indemnification of the Partnership and other Parties. Solely for the purpose of indemnification in this Section 8.2, the representations and warranties of the Contributing P66 Parties in this Agreement (other than the representation and warranty contained in Section 3.16(a3.15(a)) shall be deemed to have been made without regard to any materiality or Material Adverse Effect or knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIII, the Contributing P66 Parties shall, jointly and severally, indemnify and hold the Group Members and their respective directors, officers, employees, agents and representatives (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) § any breach of a representation or warranty of the Contributing P66 Parties in this Agreement, (b) § any breach of any agreement or covenant in this Agreement on the part of the Contributing P66 Parties, or (c) § any of the Excluded Liabilities.

Indemnification of the Partnership and other Parties. Solely for the purpose of indemnification in this Section 8.2, the representations and warranties of the Contributing P66 Parties in this Agreement (other than the representation and warranty contained in Section 3.16(a3.18(a)) shall be deemed to have been made without regard to any materiality or Material Adverse Effect or knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIII, the Contributing P66 Parties shall, jointly and severally, indemnify and hold the Group Members and their respective directors, officers, employees, agents and representatives (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) any breach of a representation or warranty of the Contributing P66 Parties in this Agreement, (b) any breach of any agreement or covenant in this Agreement on the part of the Contributing P66 Parties, or (c) any of the Excluded Liabilities, (d) the Specified Matter described in and subject to the terms of Section 8.14, or (e) any Transaction Taxes imposed on the Prior Conveyances.

Indemnification of the Partnership and other Parties. Solely for the purpose of indemnification in this Section 8.2, the representations and warranties of the Contributing P66 Parties in this Agreement (other than the representation and warranty contained in Section 3.16(a)) shall be deemed to have been made without regard to any materiality or Material Adverse Effect or knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIIIVIII (including Section 8.10), the Contributing P66 Parties shall, jointly and severally, indemnify and hold the Group Members and their respective directors, officers, employees, agents and representatives (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees (including indirectly as a result of any Partnership Indemnitee’s ownership of partnership interests of P66 Opco, except to the extent the same are expressly Assumed Liabilities hereunder) as a result of, caused by, arising out of, or in any way relating to (a) any breach of a representation or warranty of the Contributing P66 Parties in this Agreement, (b) any breach of any agreement or covenant in this Agreement on the part of the Contributing P66 Parties, or (c) any of the Excluded Liabilities.Liabilities or