Obligations to Indemnify. Each of the Seller, the Holdco Shareholders and Holdco agrees to indemnify and save harmless the Offeror and, unless BCE is the Offeror, BCE from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (collectively "Losses") suffered or incurred by the Offeror as a result of or arising directly or indirectly out of or in connection with any breach by the Seller, the Holdco Shareholders or Holdco of any representation, warranty, obligation or covenant of the Seller, the Holdco Shareholders or Holdco contained in this Holdco Agreement. The Offeror agrees to indemnify and save harmless the Seller from all Losses suffered or incurred by the Seller as a result of or arising directly or indirectly out of or in connection with any breach by the Offeror of any representation, warranty, obligation or covenant of the Offeror contained in this Holdco Agreement.
Obligations to Indemnify. Each of the Holdco Shareholders agrees to indemnify and save harmless Trizec Canada and Trizec Subco from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (singly a "Loss" and collectively "Losses") suffered or incurred by Trizec Canada or Trizec Subco as a result of or arising directly or indirectly out of or in connection with any breach by the Holdco Shareholders or Holdco of any representation, warranty, obligation or covenant of the Holdco Shareholders or Holdco contained in this Holdco Agreement. Trizec Canada and Trizec Subco agree to indemnify and save harmless the Holdco Shareholders from all Losses suffered or incurred by them as a result of or arising directly or indirectly out of or in connection with any breach by Trizec Canada or Trizec Subco of any representation, warranty, obligation or covenant of Trizec Canada or Trizec Subco contained in this Holdco Agreement.
Obligations to Indemnify. [Each of] the Holdco Shareholder(s) agrees to indemnify and save harmless United from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (singly a “Loss” and collectively “Losses”) suffered or incurred by United as a result of or arising directly or indirectly out of or in connection with any breach by the Holdco Shareholder(s) or Holdco of any representation, warranty, obligation or covenant of the Holdco Shareholder(s) or Holdco contained in this Holdco Agreement. United agrees to indemnify and save harmless the Holdco Shareholder(s) from all Losses suffered or incurred by them as a result of or arising directly or indirectly out of or in connection with any breach by United of any representation, warranty, obligation or covenant of United contained in the Holdco Agreement.
Obligations to Indemnify. The Indemnifying Stockholders shall indemnify and hold harmless Buyer and Buyer Sub and their respective directors, officers, employees, affiliates, successors and assigns (collectively, the "Indemnified Persons") from and against any and all losses, lawsuits, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs, all amounts paid in investigation, defense or settlement of any of the foregoing and expenses (including, without limitation, interest and reasonable attorneys' fees and disbursements) (collectively, "Losses") based upon or arising out of any inaccuracy in, or any breach of, any representation, warranty, covenant or agreement of the Company or the Indemnifying Stockholders (it being agreed that for purposes of such right to indemnification, the representations and warranties of the Company and the Indemnifying Stockholders shall be deemed not qualified by any reference therein to materiality generally or whether or not any breach could result or could reasonably be expected to result in a Material Adverse Effect), contained in the Merger Agreement or in any document or other papers delivered by or on behalf of the Company pursuant thereto.
Obligations to Indemnify. The [Shareholder] and the Vendors, on a solidary basis, agree to indemnify and save harmless Molson, Coors, Callco, Exchangeco and HoldCo-2 (and their directors and officers, employees, advisors and agents) from all actions, claims, demands, processes, proceedings, losses, damages, liabilities, deficiencies, Taxes (whether or not such Taxes have been assessed or reassessed as at the date hereof), and any instalments with respect thereto, costs and expenses (including, without limitation, all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (collectively "Liabilities") whether resulting from a breach of contract, by the commission of a fault or otherwise suffered or incurred by Xxxxxx, Coors, Callco, Exchangeco or HoldCo-2 (and their directors, officers, employees and agents), the whole to be computed on an after-tax basis, as a result of or arising directly or indirectly out of or in connection with:
Obligations to Indemnify. 15 Section 6.01 Receiving Party Indemnity 15 Section 6.02 Receiving Party Indemnity 15 Section 6.03 Claims Process 15 Section 6.04 Limitations on Indemnification 16 Section 6.05 Exclusive Remedy 18 ARTICLE VII MISCELLANEOUS 18 Section 7.01 Notices 18 Section 7.02 Interpretation 18 Section 7.03 Dispute Resolution 19 Section 7.04 Defined Terms 19 Section 7.05 Governing Law 19 Section 7.06 Entire Agreement 19 Section 7.07 Successors and Assigns 19 Section 7.08 Amendments 19 Section 7.09 Severability 19 Section 7.10 Counterparts 20 EXHIBITS: Exhibit A - Limited Partnership Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 14, 2024 (the “Execution Date”) and effective as of 12:01 a.m. (Central Time) on July 1, 2024 (the “Effective Time”), is entered into by and among Sunoco LP, a Delaware limited partnership (“SUN Partner”), SUN Pipeline Holdings LLC, a Texas limited liability company (“SUN Partnership GP”), NuStar Permian Transportation and Storage LLC, a Texas limited liability company (“NPTS”), NuStar Permian Crude Logistics LLC, a Texas limited liability company (“NPCL”), NuStar Permian Holdings LLC, a Delaware limited liability company (“NuStar Holdings”), NuStar Logistics, L.P., a Texas limited partnership (“NuStar Logistics”), ET-S Permian Holdings Company LP, a Texas limited partnership (the “Partnership”), ET-S Permian Pipeline Company LLC, a Texas limited liability company (“ET-S Pipeline”), ET-S Permian Marketing Company LLC, a Texas limited liability company (“ET-S Marketing”), Energy Transfer LP, a Delaware limited partnership (“ET Partner”), and Energy Transfer Crude Marketing, LLC, a Texas limited liability company (“ETCM”). Each of the foregoing is sometimes referred to herein as a “Party” and collectively as the “Parties.”
Obligations to Indemnify. Each Holdco Shareholder and, if applicable, its shareholder and/or the ultimate principal investor of the respective Holdco Shareholder agrees to indemnify and save harmless Nucor and the Offeror from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (singly a “Loss” and collectively “Losses”) suffered or incurred by Nucor or the Offeror as a result of or arising directly or indirectly out of or in connection with: (i) any liabilities of Holdco relating to any matter occurring on or before the Expiry Date; and (ii) any breach by the Holdco Shareholder, and where applicable, its shareholder and/or the ultimate principal investor of such Holdco Shareholder, of any representation, warranty, obligation or covenant of the Holdco Shareholder, its shareholder and/or the ultimate principal investor of the Holdco Shareholder, as the case may be, to Nucor, the Offeror or the Company. Nucor agrees to indemnify and save harmless the Holdco Shareholders from all Losses suffered or incurred by them as a result of or arising directly or indirectly out of or in connection with any breach by the Offeror of any representation, warranty, obligation or covenant of the Offeror contained in the Holdco Agreement. Such indemnification obligations shall be on a joint and several basis amongst all Related Parties (which for greater certainty in the case of the Locked-up Subject Persons other than Xxxx Xxxxx includes the members of the Xxxxxx family) making a Holdco Election except that with respect to the ‘Bump Covenants’ specified in paragraph (c) above, such indemnity obligations shall be on a several and not joint basis.
Obligations to Indemnify. The Buyer, subject to the limitations set forth in this Section 6.2, shall indemnify Shareholders against any and all Losses suffered or incurred by Shareholders, except and to the extent a Loss is recoverable by either of the Shareholders under any applicable insurance policies (excluding any deductibles or self-insured retentions), arising from or relating to (i) any breach of any representation or warranty made by the Buyer in this Agreement or in any certificate, instrument or other document delivered pursuant hereto, (ii) any breach of any covenant made by the Buyer in this Agreement, (iii) the operations of the Company or Allied after the Closing Date, and (iv) the operations of the Company prior to the Closing and for which Shareholders would have been indemnified and advanced expenses by the Company as directors or officers of the Company if such indemnification and advancement of expenses by the Company were mandatory under the provisions of the New Jersey Business Corporation Act; and (v) Fines and Penalties under Section 5.6(e). (b) Notwithstanding anything to the contrary in this Agreement, the aggregate liability of Buyer pursuant to Subsection 6.2(a)(i) or (ii) will not exceed $2,000,000; provided, however, that this limitation shall not apply to any Loss suffered by the Shareholders as a result of the breach by Allied of (i) its representations in Section 4.2 or the last sentence of Section 4.5 or (ii) of its covenants contained in Section 5.10 (or the Registration Rights Agreement) or 5.17 (the limitations contained in this proviso being referred to as the Share Representations and Covenants). (c)
Obligations to Indemnify. Each Securityholder hereby agrees that subject to Section 1.2 below, such Securityholder shall be severally, and not jointly, liable to and shall indemnify, defend and hold harmless Buyer, its affiliates (including the Surviving Corporation) and their respective directors, officers, employees, affiliates, successors and assigns (each, an "Indemnified Party") pursuant to this Agreement from and against any and all loss, cost, damage or expense (including reasonable fees of counsel) whatsoever ("Losses") based upon, arising out of or otherwise resulting from any breach of any representation or warranty of the Company, or breach of any covenant or obligation of the Company, in either case, contained in the Merger Agreement, or the enforcement by the Company of its rights hereunder; provided that for purposes of this Agreement, each representation and warranty of the Company contained in the Merger Agreement will, for purposes of this Agreement, be deemed amended and supplemented by the disclosures contained in the certificate delivered to Buyer as required by Section 6.2.3
Obligations to Indemnify. 11.1.1 Subject to the time limitations set forth in Section 11.1.3 below, Xxxxxxxxx shall indemnify, defend and hold harmless API (and their affiliates and assigns) from and against all claims, losses, liabilities, damages, deficiencies, payments, costs and expenses actually incurred (including interest, penalties and attorneys' fees) (collectively "General Losses"), directly resulting from a breach of the covenants, representations and warranties of Xxxxxxxxx and/or the Corporation contained in this Agreement; provided, however, that Xxxxxxxxx shall not be liable under this Section 11.1.1 unless and until the aggregate amount of General Losses exceeds the aggregate amount of $75,000.00 minus the Professional Fees (the "Threshold Amount") and then only to the extent of such excess. The obligations of Xxxxxxxxx under this Section 11.1.1 and Sections 11.2, 11.3 and 11.4 are referred to in this Agreement as an "Indemnification." Notwithstanding any statement to the contrary contained herein, neither Xxxxxxxxx nor any of the Shareholders shall have any responsibility or liability, under any Indemnification herein or otherwise, for any General Losses arising from any act or omission of AII or API.
