Common use of Limitations Regarding Indemnification Clause in Contracts

Limitations Regarding Indemnification. (a) Noble shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under this Agreement until such time as the total aggregate amount of Losses incurred by the Partnership Group exceeds $500,000 (the “Deductible”), in the aggregate for all types of Losses, at which time Noble shall be obligated to indemnify the Partnership Group for the amount of such Losses in excess of the Deductible. (b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article II, and (ii) the Partnership’s indemnification obligations under this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest in the Partnership Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses exists. (c) 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, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Noble Andeavor shall not not, in any calendar year, be obligated to indemnify, defend and hold harmless any Partnership the AMLP Group Member for a Covered Environmental Loss under this Agreement Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) until such time as the total aggregate amount of all Covered Environmental Losses incurred by the Partnership Group and Covered EHS Losses in such calendar year exceeds $500,000 800,000 (the “Annual Environmental Deductible”), in the aggregate for all types of Losses, at which time Noble Andeavor shall be obligated to indemnify the Partnership AMLP Group for the amount of such 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 any Indemnifying Party Andeavor under this Article IIVI, and (ii) the Partnership’s AMLP Group will not be entitled to any indemnification obligations hereunder to the extent it has already recovered for the same Loss under any other provision of this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest in the Partnership Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses existsAgreement. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTYANDEAVOR’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, SUFFERED BY ANY OTHER PARTY AMLP GROUP MEMBER ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR REGARDLESS OF WHETHER ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY CLAIM ARISES UNDER OR OTHER THIRD PARTYRESULTS 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) Noble Delek US shall not not, in any calendar year, be obligated to indemnify, defend and hold harmless any the Partnership Group Member for a Covered Environmental Loss under this Agreement Section 3.1(a)(ii) until such time as the total aggregate amount of all Covered Environmental Losses incurred by the Partnership Group in such calendar year exceeds $500,000 250,000 (the “Annual Environmental Deductible”), in the aggregate for all types of Losses, at which time Noble Delek US shall be obligated to indemnify the Partnership Group for the amount of such Covered Environmental Losses under Section 3.1(a)(ii) that are in excess of the Annual Environmental Deductible that are incurred by the Partnership Group in such calendar year. Delek US shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the Partnership Group for any individual Loss under Section 3.2 until such time as the aggregate amount of all Losses under Section 3.2 that are in such calendar year exceeds $250,000 (the “Annual ROW Deductible”), at which time Delek US shall be obligated to indemnify the Partnership Group for all Losses under Section 3.2 in excess of the Annual ROW Deductible that are incurred by the Partnership 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 any Indemnifying Party under this Article II, and (ii) the Partnership’s indemnification obligations under this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest in the Partnership Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses existsIII. (c) 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, SUFFERED BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT. (d) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, EXCEPT AS A REIMBURSEMENT FOR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTYOF THE INDEMNIFIED PARTIES.

Limitations Regarding Indemnification. (a) Noble With respect to Covered Environmental Losses under Section 2.1(a)(i) or 2.1(a)(ii), Valero shall not be obligated to indemnify, defend and or hold harmless any Partnership Group Member under this Agreement (i) with respect to any individual Losses (or group of related Losses) not exceeding $10,000 (“De Minimis Losses”), and (ii) until such time as the total aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses (excluding De Minimis Losses) exceeds $500,000 100,000 during any consecutive 12 month period beginning on the Closing Date or any anniversary thereof (the “Environmental Deductible”), in the aggregate for all types of Losses, at which time Noble Valero shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. It is agreed that the Environmental Deductible shall not apply to any Covered Environmental Losses incurred by any Group Member attributable to those matters identified on Schedule A. (b) With respect to Covered Right-of-Way Losses, Valero 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 Losses exceeds $200,000 (the “Right-of-Way Deductible”), at which time Valero shall be obligated to indemnify the Partnership Group for the excess of such Covered Right-of-Way Losses over the Right-of-Way Deductible. (c) With respect to Losses covered under Section 2.3(a)(i) or 2.3(a)(vi), Valero shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses in exceeds $200,000 (the “Other Losses Deductible”), at which time Valero shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Other Losses Deductible. (bd) For the avoidance of doubt, (i) 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 Sections 2.5(a), 2.5(b) and 2.5(c) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article II, and (ii) the Partnership’s indemnification obligations under this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest in the Partnership Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses exists2. (ce) 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, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY ENTITY OR OTHER THIRD PARTY. (f) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES.

Limitations Regarding Indemnification. (a) Noble shall not No claims may be obligated to indemnifymade against the Sponsor for indemnification pursuant to: (i) Section 3.1(a) unless and until: (1) in the case of IPO Known Remediation Losses, defend and hold harmless any Partnership Group Member under this Agreement until such time as the total aggregate dollar amount of such IPO Known Remediation Losses suffered or incurred by the Partnership Group exceeds $500,000 (67 million, and the Sponsor shall have no liability in respect of the first $67 million of IPO Known Remediation Losses; provided, however, that such figure shall not include, or apply to, any Losses arising from, or relating to, the lawsuit listed under the heading “Deductible”)Litigation” in Schedule 3.1A, in the aggregate for all types of Losses, at which time Noble shall be obligated to indemnify and the Partnership Group may seek indemnification from the Sponsor for Losses arising from, or relating to, such litigation regardless of amount; and (2) in the case of Gateway Known Remediation Losses, the aggregate dollar amount of such Gateway Known Remediation Losses suffered or incurred by the Partnership Group exceeds $45 million, and the Sponsor shall have no liability in excess respect of the Deductible.first $45 million of Gateway Known Remediation Losses; provided, however, that such figure shall not include, or apply to, any Losses arising from, or relating to, any lawsuit listed under the heading “Litigation” in Schedule 3.1B, and the Partnership Group may seek indemnification from the Sponsor for Losses arising from, or relating to, such litigation regardless of amount; and (ii) Section 3.1(b) unless and until: (1) in the case of IPO Unknown Remediation Losses, the aggregate dollar amount of such IPO Unknown Remediation Losses suffered or incurred by the Partnership Group exceeds $5 million, and the Sponsor shall have no liability in respect of the first $5 million of IPO Unknown Remediation Losses and (2) in the case of Gateway Unknown Remediation Losses, the aggregate dollar amount of such Gateway Unknown Remediation Losses suffered or incurred by the Partnership Group exceeds $5 million, and the Sponsor shall have no liability in respect of the first $5 million of Gateway Unknown Remediation Losses; and (b) For The aggregate liability of the avoidance Sponsor under Section 3.1(b)(i) in the case of doubtIPO Unknown Remediation Losses, (i) there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article IIshall not exceed $50 million, and (iiunder Section 3.1(b)(ii) the Partnership’s indemnification obligations under this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest in the Partnership Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses existscase of Gateway Unknown Remediation Losses, likewise shall not exceed $50 million. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYNotwithstanding anything herein to the contrary, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIALin 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: (1) the Closing Date, INDIRECTin the case of Losses relating to Haverhill or Middletown; and (2) the Gateway Closing Date, 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, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTYin the case of Losses relating to Gateway or Gateway Cogeneration.”

Limitations Regarding Indemnification. (a) Noble With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, Green Plains shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under this Agreement until such time as the total aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 100,000 (the “Environmental Deductible”), in the aggregate for all types of Losses, at which time Noble Green Plains shall be obligated to indemnify the Partnership Group for the amount of such Covered Environmental Losses in excess of the Environmental Deductible. (b) For the avoidance of doubt, (i) there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article II other than that described in Section 2.5(a), and there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article II, and (ii) the Partnership’s indemnification obligations under this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest in the Partnership Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses exists. (c) 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, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Noble NuDevco shall not be obligated to indemnify, defend and hold harmless any the Partnership Group Member for a Covered Environmental Loss under this Agreement Section 2.1(a)(ii) until such time as the total aggregate amount of all Covered Environmental Losses incurred by the Partnership Group exceeds $500,000 250,000 (the “Environmental Deductible”), in the aggregate for all types of Losses, at which time Noble NuDevco shall be obligated to indemnify the Partnership Group for the amount of such 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) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article II, and (ii) the Partnership’s indemnification obligations under this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest in the Partnership Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses exists. (c) 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, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Noble With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, OCI USA shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under this Agreement until such time as the total aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 250,000 (the “Environmental Deductible”), in the aggregate for all types of Losses, at which time Noble OCI USA shall be obligated to indemnify the Partnership Group for the amount of such Covered Environmental Losses in excess of the Environmental Deductible. (b) For the avoidance of doubt, (i) there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article II other than that described in Section 2.6(a), and there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article II, and (ii) the Partnership’s indemnification obligations under this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest in the Partnership Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses exists. (c) 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, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Noble With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date (the “Unknown Environmental Losses”), USD shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under this Agreement until such time as the total aggregate amount of Losses incurred by the Partnership Group for such Unknown Environmental Losses exceeds $500,000 (the “Environmental Deductible”), in at which time USD shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. The aggregate liability of USD for all Unknown Environmental Losses shall not exceed $10,000,000. For the avoidance of doubt, it is agreed that the Environmental Deductible shall not apply to any Covered Environmental Losses incurred by any Group Member attributable to those locations identified on Schedule B. (b) USD shall not be obligated to indemnify, defend and hold harmless any Group Member for a Covered Non-Environmental Loss under Section 2.2 or Section 2.3 until such time as the aggregate for amount of all types of LossesCovered Non-Environmental Losses exceeds $500,000 (the “Non-Environmental Deductible”), at which time Noble USD shall be obligated to indemnify the Partnership Group for the amount of such all Covered Non-Environmental Losses in excess of over the DeductibleNon-Environmental Deductible that are incurred by the Partnership Group. (bc) For the avoidance of doubt, (i) there is no monetary cap on the amount obligation of indemnity coverage provided by USD to indemnify any Indemnifying Party under this Article IIGroup Member, as specified in Section 2.1, Section 2.2 and (ii) the Partnership’s indemnification obligations under this agreement Section 2.3 shall be reduced on a dollar for dollar basis pro rata relative limited to Noble’s the extent of the Losses incurred by the Partnership with respect to its direct or indirect ownership interest in the Partnership such Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses existsMember. (cd) 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, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Noble No Buyer Indemnified Party shall not be obligated entitled to indemnify, defend indemnification hereunder unless and hold harmless any Partnership Group Member under this Agreement until such time as the total aggregate amount of Losses incurred by the Partnership Group all Indemnifiable Costs exceeds $500,000 (the “Deductible”)25,000, in the aggregate whereupon Sellers, jointly and severally, shall be liable for all types of Losses, at which time Noble shall be obligated to indemnify the Partnership Group for the amount of such Losses Indemnifiable Costs in excess of the Deductiblesuch amount. (b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided All Indemnifiable Costs sought by any Indemnifying Party under this Article II, and (ii) the Partnership’s indemnification obligations under this agreement hereunder shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest in the Partnership Group Member that owns or leases or otherwise controls the Partnership Assets net of any insurance proceeds received by such Person with respect to which such Claim or tax benefits to the extent actually received by such Person as a result of an indemnification obligation for Losses existsindemnified claim, net of the costs of collection of such insurance proceeds or tax claim. (c) NOTWITHSTANDING ANYTHING Each party agrees to use reasonable efforts to mitigate any liability that may result in a claim for Indemnifiable Costs hereunder. (d) FROM AND AFTER THE CLOSING, THE REMEDIES OF THE PARTIES SPECIFICALLY PROVIDED BY THIS ARTICLE VI SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF THE PARTIES FOR ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT NOTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY LIMIT A PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER RIGHT TO SEEK SPECIFIC PERFORMANCE OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS (INCLUDING ANY DIMINUTION INJUNCTIVE RELIEF IN VALUE OF ANY CONNECTION WITH ANOTHER PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY IT BEING ACKNOWLEDGED THAT MONETARY DAMAGES DUE TO THE NON-DEFAULTING PARTY IN SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTYCASE MAY NOT BE ADEQUATELY DETERMINED AT LAW.

Limitations Regarding Indemnification. (a) Noble With respect to Covered Environmental Losses under Section 7.1(a)(i) or Section 7.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, Sellers shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under this Agreement until such time as the total aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 100,000 (the “Environmental Deductible”), in the aggregate for all types of Losses, at which time Noble Sellers shall be obligated to indemnify the Partnership Group for the amount of such Covered Environmental Losses in excess of the Environmental Deductible. (b) For To the avoidance of doubtextent an Indemnified Party is entitled to indemnification for Losses under this Agreement other than Covered Environmental Losses, (i) there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article IIshall not be liable for Losses that exceed, and (ii) the Partnership’s indemnification obligations under this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest in the Partnership Group Member that owns or leases or otherwise controls aggregate, $13.5 million (the Partnership Assets with respect to which an indemnification obligation for Losses exists“Cap”) less the Environmental Deductible. (c) 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, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Noble With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, neither WPTI nor CPT 2010 shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under this Agreement until such time as the total aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 1,000,000 (the “Environmental Deductible”), in the aggregate for all types of Losses, at which time Noble WPTI and CPT 2010 shall be obligated to indemnify the Partnership Group for the amount excess of such Covered Environmental Losses in excess over the Environmental Deductible. The aggregate liability of the DeductibleWPTI and CPT 2010 under Section 2.1(a) above for all Losses shall not exceed $10,000,000. (b) For the avoidance of doubt, (i) there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article II other than that described in Section 2.4(a) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article II, and (ii) the Partnership’s indemnification obligations under this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest II other than that described in the Partnership Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses existsSection 2.4(a). (c) 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, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY ENTITY OR OTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Noble USD shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member for a Covered Non-Environmental Loss under this Agreement Section 2.2 until such time as the total aggregate amount of all Covered Non-Environmental Losses incurred by the Partnership Group exceeds $500,000 (the “Non-Environmental Deductible”), in the aggregate for all types of Losses, at which time Noble USD shall be obligated to indemnify the Partnership Group for the amount of such all Covered Non-Environmental Losses in excess of over the DeductibleNon-Environmental Deductible that are incurred by the Partnership Group. (b) For the avoidance of doubt, (i) there is no monetary cap on the amount obligation of indemnity coverage provided by USD to indemnify any Indemnifying Party under this Article IIGroup Member, and (ii) the Partnership’s indemnification obligations under this agreement as specified in Section 2.2, shall be reduced on a dollar for dollar basis pro rata relative limited to Noble’s the extent of the Losses incurred by the Partnership with respect to its direct or indirect ownership interest in the Partnership such Group Member that owns or leases or otherwise controls the Partnership Assets with respect to which an indemnification obligation for Losses existsMember. (c) 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, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY.