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. From and after the Closing Date, subject to the other provisions of this Article VIII, Rice shall indemnify and hold the General Partner, the members of the Partnership Group 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, violation or inaccuracy of a representation or warranty of Rice in this Agreement or any certificate delivered pursuant hereto (without regard to qualifications as to materiality or Partnership Material Adverse Effect or similar qualifications contained therein), (b) any breach of any agreement or covenant in this Agreement on the part of Rice, (c) the Rice Special Liabilities or (d) all Liabilities related to the Excluded Assets and the Pre-Closing Distribution.
Indemnification of the Partnership and other Parties. From and after the Closing Date, subject to the other provisions of this Article VIII:
Indemnification of the Partnership and other Parties. From and after the Closing Date, subject to the other provisions of this Article VIII, Antero shall indemnify and hold the General Partner, the members of the Partnership Group 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 Antero in this Agreement except, in the case of this clause (a), to the extent covered by Section 8.1(d), (b) any breach of any agreement or covenant in this Agreement on the part of Antero, (c) Environmental Law to the extent resulting from and limited to the portion attributable to Antero’s operation or ownership of the Business or the Water Assets and occurring before the Closing Date and (d) the Excluded Assets and 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 P66 Company and Pipeline 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 qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIII, P66 Company shall 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 P66 Company or Pipeline in this Agreement, (b) any breach of any agreement or covenant in this Agreement on the part of P66 Company, (c) any of the Excluded Liabilities or (d) any real property -27- transfer Taxes imposed by the States of New Jersey and Washington, or any taxing authority therein, on the real property contributions described in Article II.
Indemnification of the Partnership and other Parties. From and after the Closing Date, subject to the other provisions of this Article VIII, ALJ shall indemnify and hold the members of the Partnership Group 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:
Indemnification of the Partnership and other Parties. From and after the date of this Agreement, subject to the other provisions of this Article VII, Western shall indemnify and hold the members of the Partnership Group 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:
Indemnification of the Partnership and other Parties. Solely for the purpose of indemnification in this Section 7.2, the representations and warranties of the Contributor Parties in this Agreement 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 VII, the Contributor Parties shall indemnify and hold the members of the Partnership Acquiring Entities and their respective Affiliates, directors, officers, employees, agents and representatives (together with the Partnership Acquiring Entities, 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:
Indemnification of the Partnership and other Parties. Solely for the purpose of indemnification in this Section 8.2, the representations and warranties of P66 Company in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. From and after the Closing Date, subject to the other provisions of this Article VIII, P66 Company shall 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 § any breach of a representation or warranty of P66 Company in this Agreement, § any breach of any agreement or covenant in this Agreement on the part of P66 Company, § any of the Excluded Liabilities or § any sales or use Tax imposed by the State of Oklahoma, or any taxing authority therein, on the contributions described in Article II or the Prior Conveyances.
Indemnification of the Partnership and other Parties. Solely for the purpose of indemnification in this Section 6.2, the representations and warranties of the Contributors in this Agreement shall be deemed to have been made without regard to any materiality qualifiers. From and after the Closing Date, and notwithstanding any provision in the Omnibus Agreement to the contrary, the Contributors shall indemnify and hold the Partnership and the General Partner and their respective Affiliates (other than CEP-TIR), equity holders (other than any of the Contributor Parties), directors, officers, employees, agents, representatives and insurers (together with the Partnership, the “Partnership Parties”) harmless from and against any and all Damages suffered by the Partnership Parties as a result of, caused by, arising out of, or in any way relating to (a) any breach of a representation or warranty of any Contributor in this Agreement or (b) any breach of any agreement or covenant under this Agreement on the part of any Contributor.
