Common use of Indemnification by Purchasers Clause in Contracts

Indemnification by Purchasers. From and after the Closing, each Purchaser severally shall indemnify the Company, and its Subsidiaries and its and their officers, directors, managers, employees and agents (collectively, the “Company Related Parties”) from, and hold each of them harmless against, any and all Losses and, in connection therewith and promptly upon demand, pay or reimburse each of them for all reasonable and documented out-of-pocket costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket 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), whether or not involving a Third Party Claim, incurred by or asserted against such Company Related Parties as a result of or arising out of (a) the failure of any of the representations or warranties made by such Purchaser contained in Sections 2.2(a) and (f) to be true and correct (the “Purchaser Indemnification Representations,” and together with the Company Indemnification Representations, the “Indemnification Representations”), (b) the breach of any of the covenants of such Purchaser contained herein; provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty as set forth in Section 6.7; provided further, that, for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given written notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser in accordance with the terms and conditions of this Agreement shall constitute the date upon which such claim has been made. For the avoidance of doubt, no Purchaser shall be liable for the acts, omissions or breaches of any other Purchaser under or with respect to this Agreement or the transactions contemplated hereby.

Indemnification by Purchasers. From Each Purchaser agrees, severally and after the Closingnot jointly, each Purchaser severally shall to indemnify the CompanyPartnership, and its Subsidiaries and its the General Partner and their officers, directors, managers, employees and agents respective Representatives (collectively, the “Company Partnership 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 therewith, and promptly upon demand, pay or reimburse each of them for all reasonable and documented out-of-pocket costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket 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), whether or not involving a Third Party Claim, incurred by or asserted against such Company Related Parties them as a result of or of, arising out of (a) the failure of of, or in any of the representations or warranties made by such Purchaser contained in Sections 2.2(a) and (f) way related to be true and correct (the “Purchaser Indemnification Representations,” and together with the Company Indemnification Representations, the “Indemnification Representations”), (b) the breach of any of the representations, warranties or covenants of such Purchaser contained hereinherein or in any certificate or instrument delivered by such Purchaser hereunder; provided that, in the case of the immediately preceding clause (a), that such claim for indemnification relating to a breach of any a representation or warranty is made prior to the expiration of such representation or warranty as set forth in Section 6.7; provided further, that, (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Company Partnership Related Party shall have has given written notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser in accordance with the terms and conditions of this Agreement Purchasers shall constitute the date upon which such claim has been made. For the avoidance of doubt); and provided further, that no Purchaser Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 7.02 (other than any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess of the acts, omissions or breaches sum total of any other Purchaser under or with respect to this Agreement or the transactions contemplated herebyits Purchase Price as set forth opposite such Purchaser’s name on Schedule A hereto.

Indemnification by Purchasers. From Each Purchaser, severally and after the Closingnot jointly, each Purchaser severally shall agrees to indemnify the Company, and its Subsidiaries and its and their officers, directors, managers, employees and agents (collectively, the “Company Related Parties”) from, Sellers and hold each of them Sellers harmless againstfrom any loss, any and all Losses and, in connection therewith and promptly upon demand, pay damage or reimburse each of them for all reasonable and documented out-of-pocket costs, losses, liabilities, damages or expenses of any kind or nature whatsoever expense (including reasonable attorneys' fees) which Sellers actually incur (to the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred extent not covered by them or asserted against or involve any of theminsurance recoveries obtained), whether suffer or not involving a Third Party Claim, incurred by or asserted against such Company Related Parties become liable for as a result of or arising out of (a) in connection with the failure inaccuracy or breach of any agreement, representation or warranty of the representations or warranties made by such Purchaser contained in Sections 2.2(athis Agreement occurring or developing during the period of survival of such agreement, representation or warranty including any claims by any third party alleging facts and circumstances which, if true, would constitute such inaccuracy or breach. The Company and each Purchaser, severally and not jointly, agree to indemnify Sellers and hold Sellers harmless from any loss, damage or expense (including reasonable attorneys' fees) and which Sellers actually incur (fto the extent not covered by insurance recoveries obtained), suffer or become liable for as a result of or in connection with (a) to be true and correct (the “Purchaser Indemnification Representations,” and together with any assertion against Sellers of any claim or liability of the Company Indemnification Representations, accruing on or after the “Indemnification Representations”), Closing Date or arising out of the operation of the Complex after the Closing Date or arising out of the Company's failure to satisfy the Assumed Obligations; or (b) the breach assertion against Sellers by any person, firm, governmental agency or corporation of any obligation or liability of the covenants Company occurring after the Closing Date and thereafter occurred, including without limitation, tax claims or liabilities. Sellers shall give Purchasers and the Company prompt written notice of any claim, suit or demand which they believe will give rise to indemnification under this paragraph; provided, however, that the failure to give such Purchaser contained herein; provided thatnotice shall not affect the liability of the indemnifying party hereunder unless the failure to give such notice adversely and materially affects the ability of the indemnifying party to defend itself against a claim or to cure the breach or inaccuracy giving rise to the claim for indemnification on account thereof. Except as hereinafter provided, the indemnifying party shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the names of Sellers at the indemnifying party's expense and with counsel of the indemnifying party's own choosing, which counsel shall be reasonably satisfactory to Sellers. Sellers shall, at the indemnifying party's expense, cooperate in the defense of any such claim, suit or demand. If the indemnifying party, within reasonable time after notice of a claim, fails to defend Sellers or if, in the case good faith judgment of Sellers, the facts giving rise to indemnification hereunder shall involve a possible claim by Sellers or any of their affiliates against a third party seeking an injunction or other equitable relief against Sellers or any of their affiliates, Sellers shall be entitled to have separate counsel undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of the immediately preceding clause (a), indemnifying party subject to the right of the indemnifying party to assume the defense of such claim for indemnification relating to a breach of at any representation or warranty is made time prior to the expiration settlement, compromise or final determination thereof if the only issues remaining therein involve liability for, or the amount of, money damages to be assessed against Sellers, provided the indemnifying party will not, without Sellers' written consent (not to be unreasonably withheld or delayed), settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to Sellers a release from all liability in respect of such representation claim. No right or warranty as set forth remedy conferred in Section 6.7; provided further, that, for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given written notice (stating in reasonable detail the basis of the claim for indemnification) this paragraph is intended to such Purchaser in accordance with the terms and conditions of this Agreement shall constitute the date upon which such claim has been made. For the avoidance of doubt, no Purchaser shall be liable for the acts, omissions or breaches exclusive of any other Purchaser under right or with respect remedy available, now or hereafter at law or in equity or otherwise, to this Agreement or the transactions contemplated herebyparties hereto.

Indemnification by Purchasers. From The Purchasers hereby agree to reimburse, indemnify and hold harmless the Agents and any of their Related Parties, as the case may be (to the extent not indefeasibly and timely reimbursed by the Note Parties and without limiting the obligations of Note Parties hereunder), ratably according to their respective Pro Rata Share (or, if such indemnity payment is sought after the Closingdate on which the Notes are paid in full, each Purchaser severally shall indemnify in accordance with such Purchaser’s ratable share according to their respective ownership of the CompanyNotes immediately prior to the date on which all Notes are paid in full), from and its Subsidiaries and its and their officers, directors, managers, employees and agents (collectively, the “Company Related Parties”) from, and hold each of them harmless against, against any and all Losses andliabilities, in connection therewith and promptly upon demand, pay or reimburse each of them for all reasonable and documented out-of-pocket costsobligations, losses, liabilitiesclaims, damages damages, penalties, actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket fees and expenses incurred in connection with investigating, defending or preparing to defend any such matter of counsel for the Agents) that may be imposed on, incurred by them by, or asserted against or involve the Agents in any of them), whether or not involving a Third Party Claim, incurred by or asserted against such Company Related Parties as a result of way relating to or arising out of (a) the failure of this Agreement or any of the representations other Note Document or warranties made by such Purchaser contained in Sections 2.2(a) and (f) any action taken or omitted to be true and correct (taken by the “Purchaser Indemnification Representations,” and together with the Company Indemnification Representations, the “Indemnification Representations”), (b) the breach of any of the covenants of such Purchaser contained hereinAgents in connection therewith; provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty as set forth in Section 6.7; provided furtherprovided, that, for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given written notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser in accordance with the terms and conditions of this Agreement shall constitute the date upon which such claim has been made. For the avoidance of doubt, no Purchaser shall be liable for any portion of such liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agents’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction. Without limitation of the actsforegoing, omissions each Purchaser shall promptly following written demand therefore, pay or breaches reimburse the Agents, ratably according to their respective ownership of the Notes (or, if such payment is sought after the date on which the Notes are paid in full, in accordance with such Purchaser’s ratable share according to their respective ownership of the Notes immediately prior to the date on which all Notes are paid in full) of any other Purchaser under costs or out-of-pocket expenses (including reasonable and documented fees and expenses of counsel for the Agents) incurred by the Agents in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect to of rights or responsibilities under, this Agreement or any other Note Document, solely to the transactions contemplated herebyextent that the Agents is not reimbursed for such expenses by or on behalf of the Issuer, provided that such reimbursement by the Purchasers shall not affect the Issuer’s continuing reimbursement obligations with respect thereto, if any.

Indemnification by Purchasers. From Each Purchaser, severally and after not jointly, agrees to indemnify and hold harmless the ClosingCompany (and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each Purchaser severally shall indemnify officer of the Company who signs the Registration Statement and each director of the Company), from and its Subsidiaries and its and their officers, directors, managers, employees and agents (collectively, the “Company Related Parties”) from, and hold each of them harmless against, against any and all Losses and, in connection therewith and promptly upon demand, pay or reimburse each of them for all reasonable and documented out-of-pocket costs, losses, liabilitiesclaims, damages or liabilities to which the Company (or any such officer, director or controlling Person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by such Purchaser or any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the Effective Date thereof, if, and to the extent, such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of such Purchaser specifically for use in preparation of the Registration Statement, including without limitation the Purchaser Questionnaire and the Selling Stockholder Questionnaire, and such Purchaser will reimburse the Company (and each of its officers, directors or controlling Persons) for any legal or other expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket expenses reasonably incurred in connection with investigating, defending or preparing to defend any such matter action, proceeding or claim for which such Purchaser is determined, in a final non-appealable judgment, to have an indemnification obligation under this Paragraph 5(b); provided, however, that may in no event shall any indemnity under this Paragraph 5(b) be incurred by them or asserted against or involve any of them), whether or not involving a Third Party Claim, incurred by or asserted against such Company Related Parties as a result of or arising out of (a) greater in amount than the failure of any dollar amount of the representations or warranties made proceeds received by such Purchaser contained in Sections 2.2(a) and (f) to be true and correct (upon the “Purchaser Indemnification Representations,” and together with the Company Indemnification Representations, the “Indemnification Representations”), (b) the breach of any of the covenants sale of such Purchaser contained herein; provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty as set forth in Section 6.7; provided further, that, for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given written notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser in accordance with the terms and conditions of this Agreement shall constitute the date upon which such claim has been made. For the avoidance of doubt, no Purchaser shall be liable for the acts, omissions or breaches of any other Purchaser under or with respect to this Agreement or the transactions contemplated herebyRegistrable Securities.

Indemnification by Purchasers. From Each Purchaser, severally and after not jointly, agrees to indemnify and hold harmless the ClosingParent (and each Person, if any, who controls the Parent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each Purchaser severally shall indemnify officer of the CompanyParent who signs the Registration Statement and each director of the Parent), from and its Subsidiaries and its and their officers, directors, managers, employees and agents (collectively, the “Company Related Parties”) from, and hold each of them harmless against, against any and all Losses and, in connection therewith and promptly upon demand, pay or reimburse each of them for all reasonable and documented out-of-pocket costs, losses, liabilitiesclaims, damages or liabilities to which the Parent (or any such officer, director or controlling Person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by such Purchaser or any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the Effective Date thereof, if, and to the extent, such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of such Purchaser specifically for use in preparation of the Registration Statement, including, without limitation the Purchaser Questionnaire, the Selling Stockholder Questionnaire, and the Anti-Money Laundering Information Form, and such Purchaser will reimburse the Parent (and each of its officers, directors or controlling Persons) for any legal or other expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket expenses reasonably incurred in connection with investigating, defending or preparing to defend any such matter action, proceeding or claim; provided, however, that may in no event shall any indemnity under this Paragraph 5(b) be incurred by them or asserted against or involve any greater in amount than the dollar amount of them), whether or not involving a Third Party Claim, incurred by or asserted against such Company Related Parties as a result of or arising out the proceeds (net of (ai) the failure purchase price of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation and (ii) the amount of any damages such Purchaser has otherwise been required to pay by reason of the representations such untrue statement or warranties made omission or alleged untrue statement or omission) received by such Purchaser contained in Sections 2.2(a) and (f) to be true and correct (upon the “Purchaser Indemnification Representations,” and together with the Company Indemnification Representations, the “Indemnification Representations”), (b) the breach of any of the covenants sale of such Purchaser contained herein; provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty as set forth in Section 6.7; provided further, that, for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given written notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser in accordance with the terms and conditions of this Agreement shall constitute the date upon which such claim has been made. For the avoidance of doubt, no Purchaser shall be liable for the acts, omissions or breaches of any other Purchaser under or with respect to this Agreement or the transactions contemplated herebyRegistrable Securities.

Indemnification by Purchasers. From Each Purchaser, severally and after not jointly, agrees to indemnify and hold harmless the ClosingCompany (and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each Purchaser severally shall indemnify officer of the Company who signs the Registration Statement and each director of the Company), from and its Subsidiaries and its and their officers, directors, managers, employees and agents (collectively, the “Company Related Parties”) from, and hold each of them harmless against, against any and all Losses and, in connection therewith and promptly upon demand, pay or reimburse each of them for all reasonable and documented out-of-pocket costs, losses, liabilitiesclaims, damages or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or Proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by such Purchaser or any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the Effective Date thereof, if, and to the extent, such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of such Purchaser specifically for use in preparation of the Registration Statement, and such Purchaser will reimburse the Company (and each of its officers, directors or controlling persons) for any legal or other expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket expenses reasonably incurred in connection with investigating, defending or preparing to defend any such matter action, Proceeding or claim; provided, however, that may in no event shall any indemnity under this Section 6.4(b) be incurred by them or asserted against or involve any greater in amount than the dollar amount of them), whether or not involving a Third Party Claim, incurred by or asserted against such Company Related Parties as a result of or arising out the proceeds (net of (ai) the failure purchase price of the Registrable Shares included in the Registration Statement giving rise to such indemnification obligation and (ii) the amount of any damages such Purchaser has otherwise been required to pay by reason of the representations such untrue statement or warranties made omission or alleged untrue statement or omission) received by such Purchaser contained in Sections 2.2(a) and (f) to be true and correct (upon the “sale of such Registrable Shares, provided further that such Purchaser Indemnification Representations,” and together with shall not have any indemnification obligation hereunder if the Company Indemnification Representations, Loss is the “Indemnification Representations”), (b) the breach of any result of the covenants of such Purchaser contained herein; provided thatfraud, in the case bad faith, gross negligence or willful misconduct of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty as set forth in Section 6.7; provided further, that, for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given written notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser in accordance with the terms and conditions of this Agreement shall constitute the date upon which such claim has been made. For the avoidance of doubt, no Purchaser shall be liable for the acts, omissions or breaches of any other Purchaser under or with respect to this Agreement or the transactions contemplated herebyCompany.

Indemnification by Purchasers. From Upon the terms and after subject to the Closingconditions of this Article VII, each Purchaser severally shall indemnify the Companywill severally, and its Subsidiaries not jointly, indemnify, defend and its hold harmless the Partnership, the General Partner and their officers, directors, managers, employees and agents respective Representatives (collectively, the “Company Partnership Related Parties”) from, from and hold each of them harmless against, against any and all Losses losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith therewith, and promptly upon demand, pay or reimburse each of them for all reasonable and documented out-of-pocket costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket 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), whether or not involving a Third Party Claimthird party claim, incurred by or asserted against such Company Related Parties as a result of or of, arising out of (a) the failure of of, or in any of the representations or warranties made by such Purchaser contained in Sections 2.2(a) and (f) way related to be true and correct (the “Purchaser Indemnification Representations,” and together with the Company Indemnification Representations, the “Indemnification Representations”), (b) the breach of any of the representations, warranties, covenants or agreements of such Purchaser contained hereinherein or in any certificate or instrument delivered by such Purchaser hereunder; provided thatprovided, in the case of the immediately preceding clause (a)however, that such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty as set forth in Section 6.7; provided further, that, to the extent applicable (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Company Partnership Related Party shall have given written has delivered notice (stating in reasonable detail the basis of the claim for indemnification) to such the Purchaser in accordance with the terms and conditions of this Agreement shall constitute the date upon which such claim has been made). For Notwithstanding anything to the avoidance of doubtcontrary herein, no Partnership Related Party shall be entitled to recover special, indirect, exemplary, incidental, speculative or punitive damages or lost profits, it being understood that (a) this sentence shall not limit recovery for damages that are the result of fraud and (b) the Partnership Related Parties shall further be able to recover any special, consequential or punitive damages that are components of damages paid to third parties by such Partnership Related Parties that are indemnifiable hereunder. Notwithstanding anything to the contrary contained in this Agreement, no current, former or future Affiliate, general or limited partner, equity-holder, director, officer, manager, employee, agent, successor or assign of any Purchaser or of any Affiliate thereof (collectively, “Non-Recourse Parties”), other than any Purchaser, shall have any liability or obligation hereunder or in respect of the transactions contemplated hereby (at law or in equity, whether in tort, contract or otherwise), and from and after Closing, any claim as a result of, arising out of, or in any way related to any breach of any representation, warranty, covenant or agreement by a Purchaser shall be liable for made solely against the actsPurchaser, omissions and no Non-Recourse Party other than Purchaser, shall have any liability or breaches obligation hereunder or in respect thereof (at law or in equity, whether in tort, contract or otherwise), and the Partnership on behalf of itself and the Partnership Related Parties and its and their respective Affiliates hereby irrevocably waives any other Purchaser under claims or rights (at law or in equity, whether in tort, contract or otherwise) it or any Partnership Related Party, or its and their respective Affiliates, may have with respect to this Agreement or the transactions contemplated herebyhereby against any Non-Recourse Party other than any Purchaser, whether before or after Closing.

Indemnification by Purchasers. From and after the Closing, each Purchaser severally shall indemnify the Company, and its Subsidiaries and its (a) Sellers and their Affiliates, respective officers, directors, managersemployees, employees agents, successors and agents assigns (collectivelyeach, the “Company Related Parties”a "Seller Indemnified Party") from, shall be indemnified and hold each of them held harmless against, by Purchasers for and against any and all Losses andLosses, in connection therewith and promptly upon demand, pay or reimburse each of them for all reasonable and documented out-of-pocket costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket 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), whether or not involving a Third Party Claim, incurred by or asserted against such Company Related Parties as a result of or arising out of or resulting from: (ai) the failure of any of the representations or warranties made by such Purchaser contained in Sections 2.2(a) and (f) to be true and correct (the “Purchaser Indemnification Representations,” and together with the Company Indemnification Representations, the “Indemnification Representations”), (b) the breach of any of the covenants of such Purchaser contained herein; provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty made by Purchasers contained in this Agreement or any Ancillary Agreement; (ii) the breach of any covenant or agreement by Purchasers or (after the Closing) the Acquired Companies contained in this Agreement or in any Ancillary Agreement; (iii) the Crisa Liabilities, but excluding such portion of any Losses that arise out of or relate to (A) any breach by Sellers of any representation, warranty, covenant or agreement of Sellers under this Agreement or any Ancillary Agreement, or (B) any items for which any Purchaser Indemnified Party is entitled to indemnification from Sellers hereunder (without regard to any indemnification threshold or other limitations); (iv) 49% of any profit sharing payments made by any Acquired Company to Crisa Corp. in excess of the subsequently determined amount due resulting from the correction of a pricing error on an original invoice or the return, rejection or claim for losses by the customer for products upon which profit payment has been made prior to the expiration of such representation or warranty as set forth in Section 6.7Closing Date; provided furtherand (v) the Vitro Guarantees, that, for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given written notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser in accordance with the terms and conditions of this Agreement shall constitute the date upon which such claim has been made. For the avoidance of doubt, no Purchaser shall be liable for the acts, omissions or breaches but excluding that portion of any other Purchaser under or Losses payable with respect to this Agreement Vitro Guarantees that (A) arise out of any breach by Sellers of any representation, warranty, covenant or the transactions contemplated herebyagreement of Sellers under any Contract, or (B) are based on any items for which any Purchaser Indemnified Party is entitled to indemnification from Sellers hereunder (without regard to any indemnification threshold or other limitations).

Indemnification by Purchasers. From Each Purchaser agrees to indemnify and after hold harmless the Closing, each Purchaser severally shall indemnify the Company, Issuer and its Subsidiaries and its and their officers, directors, managersaffiliates, employees members and agents their respective successors and assigns (collectively, the “Company Related "Issuer Indemnified Parties”") from, from and hold each of them harmless against, against any and all Losses and, in connection therewith and promptly upon demand, pay or reimburse each of them for all reasonable and documented out-of-pocket costs, third party losses, liabilitiesclaims, damages or liabilities to which such Issuer Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the representations or warranties of such Purchaser contained herein, or failure to comply with the covenants and agreements of such Purchaser contained herein, and such Purchaser will reimburse such Issuer Indemnified Parties for any reasonable legal or other expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket expenses reasonably incurred in connection with investigating, defending or preparing to defend any such matter action, proceeding or claim, provided, however, that may such Purchaser shall not be incurred by them liable in any such case to the extent that such loss, claim, damage or asserted against liability arises out of, or involve any of them)is based upon, whether or not involving a Third Party Claim, incurred by or asserted against such Company Related Parties as a result of or arising out of (a) the failure breach of any of the representations or warranties made by such Purchaser the Issuer herein, or the failure of the Issuer to comply with its covenants and agreements contained in Sections 2.2(a) and (f) to be true and correct (the “Purchaser Indemnification Representations,” and together with the Company Indemnification Representationsthis Agreement, the “Indemnification Representations”)provided, (b) the breach of any of the covenants of such Purchaser contained herein; provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty as set forth in Section 6.7; provided further, that, for purposes of determining when an indemnification claim has been made, the date upon which a Company Related that no Issuer Indemnified Party shall have given written notice (stating in reasonable detail the basis of the claim for indemnification) be entitled to such Purchaser in accordance with the terms and conditions of recover special, consequential or punitive damages under this Agreement shall constitute the date upon which such claim has been madeSection 8.2. For the avoidance of doubt, no Such Purchaser shall be liable reimburse each Issuer Indemnified Party for the actsamounts provided for herein on demand as such expenses are incurred; provided, omissions or breaches of any other Purchaser however, that such Purchaser's obligation to indemnify the Issuer Indemnified Parties shall in no event exceed shall not exceed the aggregate purchase price for the Purchased Shares under or with respect to this Agreement or the transactions contemplated herebyAgreement.