Limitations Regarding Indemnification. (a) The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the Partnership Group for a Covered Environmental Loss under Section 3.1(a)(ii) related to any Transaction Agreement until such time as the aggregate amount of all Covered Environmental Losses related to such Transaction Agreement in such calendar year exceeds the applicable annual environmental deductible set forth on Schedule IX (the “Annual Environmental Deductible”), at which time the Delek Entities shall be obligated to indemnify the Partnership Group for the amount of Covered Environmental Losses under Section 3.1(a)(ii) related to such Transaction Agreement that are in excess of the applicable Annual Environmental Deductible that are incurred by the Partnership Group in such calendar year. The Delek Entities 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 related to any Transaction Agreement until such time as the aggregate amount of all Losses under Section 3.2 related to such Transaction Agreement that are in such calendar year exceeds the applicable annual ROW deductible set forth on Schedule IX (the “Annual ROW Deductible”), at which time the Delek Entities shall be obligated to indemnify the Partnership Group for all Losses under Section 3.2 related to such Transaction Agreement in excess of the applicable Annual ROW Deductible that are incurred by the Partnership Group in such calendar year.
Limitations Regarding Indemnification. (a) 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, TLLP shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the total aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time TLLP shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. 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.
Limitations Regarding Indemnification. (a) The indemnification obligations set forth in Section 2.1(a) shall survive until the third anniversary of the Closing Date, the indemnification obligations set forth in Sections 2.1(c) and (d) shall survive until the first anniversary of the Closing Date and the indemnification obligations set forth in Section 2.1(b) shall survive until 60 days after the expiration of any applicable statute of limitations; provided, however, that any such indemnification obligation shall remain in full force and effect thereafter only with respect to any bona fide claim made thereunder prior to any such expiration and then only for such period as may be necessary for the resolution thereof.
Limitations Regarding Indemnification. (a) The aggregate liability of Seadrill and Seadrill Americas under Section 9.1 shall not exceed $450,000,000.
Limitations Regarding Indemnification. (a) The aggregate liability of Exterran under Section 7.1(a) shall not exceed $5.0 million.
Limitations Regarding Indemnification. (a) The indemnification obligation set forth in Sections 2.1(a), 2.2(a) and 2.2(b) shall terminate on the third anniversary of the Closing Date and the indemnification obligation set forth in Section 2.2(d) shall terminate on the 30th day after the termination of any applicable statute of limitations; provided, however, that any such indemnification obligation with respect to a Loss shall survive the time at which it would otherwise expire pursuant to this Section 2.4(a) if notice of such Loss is properly given to Rice prior to such time. The indemnification obligations set forth in Sections 2.2(c) and 2.3 shall survive indefinitely.
Limitations Regarding Indemnification. (a) Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 (the “Annual Environmental Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for the amount of 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.
Limitations Regarding Indemnification. (a) No claims may be made against the Sponsor for indemnification pursuant to (i) Section 3.1(a) unless and until the aggregate dollar amount of the Known Remediation Losses suffered or incurred by the Partnership Group exceeds $67 million, and the Sponsor shall have no liability in respect of the first $67 million of Known Remediation Losses and (ii) Section 3.1(b) unless and until the aggregate dollar amount of the Unknown Remediation Losses suffered or incurred by the Partnership Group exceeds $5 million, and the Sponsor shall have no liability in respect of this first $5 million of Unknown Remediation Losses.
Limitations Regarding Indemnification. (a) CONSOL shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under Section 2.1(a), Section 2.1(b), Section 2.1(c) and/or Section 2.1(d) until such time as the total aggregate amount of Losses incurred by the Partnership Group for such Losses exceeds $1,000,000 (the “Deductible”), at which time CONSOL shall be obligated to indemnify the Partnership Group for the amount of such Losses in excess of the Deductible.
Limitations Regarding Indemnification. (a) Delek US shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the Partnership Group for a Covered Environmental Loss under Section 3.1(a)(ii) until such time as the aggregate amount of all Covered Environmental Losses in such calendar year exceeds $250,000 (the “Annual Environmental Deductible”), at which time Delek US shall be obligated to indemnify the Partnership Group for the amount of 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.
