Indemnification Costs and Expenses. 22 Section 7.01 Indemnification by the Partnership 22 Section 7.02 Indemnification by Purchasers 22 Section 7.03 Indemnification Procedure 22 ARTICLE VIII MISCELLANEOUS 23 Section 8.01 Interpretation 23 Section 8.02 Survival of Provisions 24 Section 8.03 No Waiver; Modifications in Writing 24 Section 8.04 Binding Effect; Assignment 25 Section 8.05 Aggregation of Purchased Units 25 Section 8.06 Confidentiality and Nxx-Xxxxxxxxxx 00 Section 8.07 Communications 25 Section 8.08 Removal of Legend 25 Section 8.09 Entire Agreement 26 Section 8.10 Governing Law 26 Section 8.11 Execution in Counterparts 26 Section 8.12 Expenses 26 Section 8.13 Obligations Limited to Parties to Agreement 26 Section 8.14 Waiver of Preemptive Right and Registration Rights by General Partner 27 Section 8.15 Termination 27 Section 8.16 Exceptions 28 SCHEDULES AND EXHIBITS Schedule 2.01 - List of Purchasers and Commitment Amounts Schedule 8.07 - Notice and Contact Information Exhibit A - Form of Registration Rights Agreement Exhibit B - Form of Legal Opinion Exhibit C - Form of Partnership Officer's Certificate Exhibit D - Form of Purchasers' Officer's Certificate UNIT PURCHASE AGREEMENT UNIT PURCHASE AGREEMENT, dated effective as of July 13, 2007 (this “Agreement”), by and among Enterprise GP Holdings L.P., a Delaware limited partnership (the “Partnership”), each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, EPE Holdings, LLC, a Delaware limited liability company (the “General Partner”).
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. (a) Borrower agrees to indemnify and hold harmless Lender and each manager, partner, director, officer, employee, agent, attorney and affiliate thereof (each such person, an “Indemnified Person”) from and against any and all Indemnified Liabilities; provided, that (i) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct of that Indemnified Person, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) to the extent such Indemnified Liabilities resulted solely from disputes between or among Indemnified Persons, and (ii) no Credit Party shall be 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 withheld or delayed), but if settled with such consent or if there shall be a final judgment against an Indemnified Person, each of the Credit Parties shall 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.
Indemnification Costs and Expenses. Pay all amounts required to be paid by the Company pursuant to Section 11.15.
Indemnification Costs and Expenses. Section 8.1 Survival of Representations and Warranties 34 Section 8.2 Indemnification 34 Section 8.3 Indemnification Procedure 35 Section 8.4 Limitations 36 Section 8.5 Calculation of Losses 36 Section 8.6 No Duplication 37 Section 8.7 Tax Treatment of Indemnity Payments 37 Section 8.8 Release 37 Section 8.9 Exclusive Remedy 37 Section 8.10 No Reliance 37 ARTICLE IX
Indemnification Costs and Expenses. Section 5.01 Indemnification by Inergy 16 Section 5.02 Indemnification by Purchaser 16 Section 5.03 Indemnification Procedure 16 ARTICLE VI MISCELLANEOUS
Indemnification Costs and Expenses. Section 7.1 Indemnification by the Contributor Parties 60 Section 7.2 Indemnification by Acquiror 60 Section 7.3 Limitations and Other Indemnity Claim Matters 61 Section 7.4 Indemnification Procedure 63 Section 7.5 Calculation of Losses 64 Section 7.6 No Duplication 64 Section 7.7 Tax Treatment of Indemnity Payments 64 Section 7.8 Release 64 Section 7.9 Exclusive Remedy 65 Section 7.10 No Reliance 65 ARTICLE VIII
Indemnification Costs and Expenses. To the extent not reimbursed by the Borrower, and without limiting the obligation of the Borrower to do so, each Participating Bank agrees to reimburse Chase for, indemnify Chase against, and hold Chase harmless from, on demand (and Chase is authorized to debit each such Participating Bank's account, if any, with Chase for the same), to the extent of each such Participating Bank's Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever (including, without limitation, disbursements necessary, in the judgment of Chase, to preserve or protect the Collateral), that may at any time be imposed on, incurred by, or asserted against Chase in any way relating to this Agreement, a Letter of Credit, the Collateral or any other Loan Document or other instrument relating to any of the foregoing, or the transactions contemplated thereby and hereby, or any action taken or omitted by Chase under or in connection with any of the foregoing; provided, however, that no Participating Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from Chase's gross negligence or willful misconduct. The covenants contained in this Section 5.07 shall survive the termination of this Agreement.
Indemnification Costs and Expenses. To the extent not reimbursed by Borrower and without limiting the obligation of Borrower to do so, each Lender agrees to reimburse CITBC, against, and hold CITBC, harmless from, on demand, to the extent of each such Lender's Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever (including, without limitation, disbursements necessary, in the judgment of CITBC, to preserve or protect the Collateral), that may at any time be imposed on, incurred by, or asserted against CITBC, in any way relating to this Financing Agreement, a Letter of Credit, the Letter of Credit Guaranties or any other Loan Document or other instrument relating to any of the foregoing, or the transactions contemplated thereby and hereby, or any action taken or omitted by CITBC, under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or 105 110 disbursements resulting from CITBC's, gross negligence or willful misconduct. The covenants contained in this paragraph 8 shall survive the termination of this Financing Agreement.
Indemnification Costs and Expenses. Section 7.1 Indemnification by BreitBurn 22 Section 7.2 Indemnification by Purchasers 23 Section 7.3 Indemnification Procedure 23 ARTICLE VIII
