Common use of Indemnification by the Partnership Clause in Contracts

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the Partnership agrees to indemnify and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective Representatives (collectively, the “Purchaser Related Parties”) against, and hold each of them harmless from, any and all losses, 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, Taxes, penalties, fines, interests, deficiencies, damages, costs 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 (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party or asserted against any Purchaser Related Party as a result of, arising out of, in connection with or in any way related to (i) the breach or inaccuracy of any of the representations or warranties of the Partnership contained herein or in any of the Transaction Documents or (ii) the breach of any covenant or agreement of the Partnership contained herein or in any of the Transaction Documents; provided, however, in each case, that any such claim for indemnification must be made prior to the expiration of such representation, warranty, covenant or agreement (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party has given notice (stating in reasonable detail, to the extent known, the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made).

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the The Partnership agrees to indemnify the Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) againstfrom costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, and hold each of them harmless fromagainst, any and all lossesactions, Proceedings 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, Taxes, penalties, fines, interests, deficienciesliabilities, damages, costs or Expenses expenses of any kind or nature whatsoever, whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related of them), whether or not involving a Third-Party Claim, as a result of, arising out of, in connection with or in any way related to (ia) the breach or inaccuracy failure of any of the representations or warranties of made by the Partnership contained herein to be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, or Section 3.07, or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in any each case, shall be true and correct in all respects) when made and as of the Transaction Documents Closing Date (except for any representations and warranties made as of a specific date, which shall be required to be true and correct in all material respects as of such date only) or (iib) the breach of any covenant or agreement covenants of the Partnership contained herein or herein; provided that, in any the case of the Transaction Documents; providedimmediately preceding clause (a), however, in each case, that any such claim for indemnification must be is made prior to the expiration of the survival period of such representationrepresentation or warranty; provided, warrantyfurther, covenant or agreement (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a the Purchaser Related Party has shall have given notice (stating in reasonable detail, to the extent known, detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made; and provided, further, that the aggregate liability of the Partnership to the Purchaser and its Representatives pursuant to this Section 6.01 shall not be greater in amount than the Funding Amount as of the date of the Indemnification notice described in Section 6.03(a). No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that such limitation shall not prevent any Purchaser Related Party from recovering under this Section 6.01 for any such damages to the extent that such damages are payable to a third party in connection with any Third-Party Claims. Notwithstanding anything contained in this Agreement, no provision contained herein shall limit, restrict or otherwise alter the right of the Purchaser to indemnification by any of the Partnership Entities under any other agreement.

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the The Partnership agrees to indemnify each Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) againstfrom, and hold each of them harmless fromagainst, any and all costs, losses, Proceedings liabilities, damages, or expenses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of actionaction as a result of, andarising out of, or in any way related to the breach of any of the representations, warranties or covenants of the Partnership contained herein or in any certificate or instrument delivered by or on behalf of the Partnership hereunder, and in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, Liabilities, Taxes, penalties, fines, interests, deficienciesliabilities, damages, costs or Expenses expenses of any kind or nature whatsoever, including including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related Party as of them (whether or not a result ofparty thereto), arising out of, in connection with or in any way related provided that such claim for indemnification relating to (i) the a breach or inaccuracy of any of the representations or warranties of the Partnership contained herein or in any of the Transaction Documents or (ii) the breach of any covenant or agreement of the Partnership contained herein or in any of the Transaction Documents; provided, however, in each case, that any such claim for indemnification must be is made prior to the expiration of such representation, warranty, covenant representations or agreement warranties to the extent applicable (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party has given notice (stating in reasonable detail, to the extent known, detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made); and provided further, that no Purchaser Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 7.01 (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).

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the The Partnership agrees to indemnify each Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) againstfrom costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless fromagainst, any and all lossesactions, Proceedings suits, proceedings (including any investigations, litigation or inquiries), demands 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, Taxes, penalties, fines, interests, deficienciesliabilities, damages, costs or Expenses expenses of any kind or nature whatsoever, whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related of them), whether or not involving a Third-Party Claim, as a result of, arising out of, in connection with or in any way related to (ia) the breach or inaccuracy failure of any of the representations or warranties of made by the Partnership contained herein or to be true and correct in any all material respects as of the Transaction Documents date made (except to the extent any representation or warranty includes the word “material,” Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct) or (iib) the breach of any covenant or agreement covenants of the Partnership contained herein or herein, provided that, in any the case of the Transaction Documents; providedimmediately preceding clause (a), however, in each case, that any such claim for indemnification must be is made prior to the expiration of the survival period of such representationrepresentation or warranty; provided, warrantyhowever, covenant or agreement (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party has shall have given notice (stating in reasonable detail, to the extent known, detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made). No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that such limitation shall not prevent any Purchaser Related Party from recovering under this Section 6.01 for any such damages to the extent that such damages are direct damages in the form of diminution in value or are payable to a third party in connection with any Third-Party Claims.

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the The Partnership agrees to indemnify each Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) againstfrom costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless fromagainst, any and all lossesactions, Proceedings suits, proceedings (including any investigations, litigation or inquiries), demands 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, Taxes, penalties, fines, interests, deficienciesliabilities, damages, costs or Expenses expenses of any kind or nature whatsoever, whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related of them), whether or not involving a Third-Party Claim, as a result of, arising out of, in connection with or in any way related to (ia) the breach or inaccuracy failure of any of the representations or warranties of made by the Partnership contained herein or to be true and correct in any all material respects (other than those representations and warranties contained in Section 3.01 (Existence), Section 3.02 (Capitalization and Valid Issuance of Units), Section 3.04 (Ownership of the Transaction Documents Subsidiaries), Section 3.12 (Authority: Enforceability), Section 3.15 (Partnership Status) or Section 3.17 (Certain Fees) or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except for any representations and warranties made as of a specific date, which shall be required to be true and correct as of such date only) or (iib) the breach of any covenant or agreement covenants of the Partnership contained herein or herein, provided that, in any the case of the Transaction Documents; providedimmediately preceding clause (a), however, in each case, that any such claim for indemnification must be is made prior to the expiration of the survival period of such representationrepresentation or warranty; provided, warrantyhowever, covenant or agreement (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party has shall have given notice (stating in reasonable detail, to the extent known, detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made); and provided, further, that the aggregate liability of the Partnership to each Purchaser pursuant to this Section 6.01 shall not be greater in amount than such Purchaser’s Funding Obligation, and the aggregate liability of the Partnership to all Purchasers pursuant to this Section 6.01 shall not exceed the Total Funding Obligation. No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that such limitation shall not prevent any Purchaser Related Party from recovering under this Section 6.01 for any such damages to the extent that such damages are direct damages in the form of diminution in value or are payable to a third party in connection with any Third-Party Claims.

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the The Partnership agrees to indemnify each Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) againstfrom costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, and hold each of them harmless fromagainst, any and all lossesactions, Proceedings 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, Taxes, penalties, fines, interests, deficienciesliabilities, damages, costs or Expenses expenses of any kind or nature whatsoever, whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related of them), whether or not involving a Third-Party Claim, as a result of, arising out of, in connection with or in any way related to (ia) the breach or inaccuracy failure of any of the representations or warranties of made by the Partnership contained herein to be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.13, Section 3.16 or Section 3.18 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of each Closing Date (except for any representations and warranties made as of the Transaction Documents a specific date, which shall be required to be true and correct in all material respects as of such date only) or (iib) the breach of any covenant or agreement covenants of the Partnership contained herein or herein; provided that, in any the case of the Transaction Documents; providedimmediately preceding clause (a), however, in each case, that any such claim for indemnification must be is made prior to the expiration of the survival period of such representationrepresentation or warranty; provided, warrantyfurther, covenant or agreement (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party has shall have given notice (stating in reasonable detail, to the extent known, detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made; and provided, further, that the aggregate liability of the Partnership to each Purchaser and its Representatives pursuant to this Section 6.01 shall not be greater in amount than such Purchaser’s Total Funding Amount as of the date of the Indemnification notice described in Section 6.03(a), and the aggregate liability of the Partnership to all Purchasers and their respective Representatives pursuant to this Section 6.01 shall not exceed the sum of the Initial Closing Purchase Price and the Second Closing Purchase Price. No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that such limitation shall not prevent any Purchaser Related Party from recovering under this Section 6.01 for any such damages to the extent that such damages are payable to a third party in connection with any Third-Party Claims.

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the Partnership agrees to indemnify the Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) againstfrom, and hold each of them harmless fromagainst, any and all losses, Proceedings 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, Taxes, penalties, fines, interests, deficienciesliabilities, damages, costs or Expenses expenses of any kind or nature whatsoever, including including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related Party of them, whether or not involving a third party claim, as a result of, arising out of, in connection with or in any way related to (i) the breach or inaccuracy of any of the representations representations, warranties or warranties covenants of the Partnership contained herein or in any of the Transaction Documents or (ii) the breach of any covenant or agreement of the Partnership contained herein or in any of the Transaction Documentsherein; provided, however, in each case, that any such claim for indemnification must be relating to a breach of any representation or warranty is made prior to the expiration of such representation, warranty, covenant representation or agreement warranty (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party has given notice (stating in reasonable detail, to the extent known, detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made); and, provided, further, that no Purchaser Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages.

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the The Partnership agrees to indemnify each Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) againstfrom costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless fromagainst, any and all lossesactions, Proceedings suits, proceedings (including any investigations, litigation or inquiries), demands 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, Taxes, penalties, fines, interests, deficienciesliabilities, damages, costs or Expenses expenses of any kind or nature whatsoever, whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related of them), whether or not involving a Third-Party Claim, as a result of, arising out of, in connection with or in any way related to (ia) the breach or inaccuracy failure of any of the representations or warranties of made by the Partnership contained herein or in any to be true and correct as of the Transaction Documents date made or (iib) the breach of any covenant or agreement covenants of the Partnership contained herein herein, in any other Transaction Document or in any other certificate, instrument or document contemplated to be delivered hereby, provided that, in the case of the Transaction Documents; providedimmediately preceding clause (a), however, in each case, that any such claim for indemnification must be is made prior to the expiration of the survival period of such representationrepresentation or warranty; provided, warrantyhowever, covenant or agreement (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party has shall have given notice (stating in reasonable detail, to the extent known, detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made); provided, further, that the Partnership shall not be required to indemnify Purchaser Related Parties for the first $100,000 in the aggregate of such costs, losses, liabilities, damages, or expenses incurred by the Purchaser Related Parties. No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that such limitation shall not prevent any Purchaser Related Party from recovering under this Section 6.01 for any such damages to the extent that such damages are direct damages in the form of diminution in value or are payable to a third party in connection with any Third-Party Claims.

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the The Partnership agrees to indemnify each Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) againstfrom costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, and hold each of them harmless fromagainst, any and all lossesactions, Proceedings 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, Liabilitiesliabilities, Taxes, penalties, fines, interests, deficiencies, damages, costs damages or Expenses expenses of any kind or nature whatsoever, whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related of them), whether or not involving a Third-Party Claim, as a result of, arising out of, in connection with or in any way related to (ia) the breach or inaccuracy failure of any of the representations or warranties of made by the Partnership contained herein or to be true and correct in any all material respects as of the Transaction Documents date made (except to the extent any representation or warranty includes the word “material,” Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct) or (iib) the breach of any covenant or agreement covenants of the Partnership contained herein or herein; provided that, in any the case of the Transaction Documents; providedimmediately preceding clause (a), however, in each case, that any such claim for indemnification must be is made prior to the expiration of the survival period of such representationrepresentation or warranty; and provided, warrantyfurther, covenant or agreement (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party has shall have given notice (stating in reasonable detail, to the extent known, detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made); and provided, further, that the aggregate liability of the Partnership to each Purchaser pursuant to this Section 6.01 shall not be greater in amount than such Purchaser’s Funding Obligation, and the aggregate liability of the Partnership to all Purchasers pursuant to this Section 6.01 shall not exceed the Purchase Price. No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that such limitation shall not prevent any Purchaser Related Party from recovering under this Section 6.01 for any such damages to the extent that such damages are in the form of diminution in value or are payable to a third party in connection with any Third-Party Claims.

Indemnification by the Partnership. Subject Upon the terms and subject to the limitations set forth in conditions of this AgreementArticle VII, the Partnership agrees to indemnify will indemnify, defend and defend the Purchasers, their respective Affiliates hold harmless each Purchaser and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) against, from and hold each of them harmless from, against any and all losses, Proceedings 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, Liabilitiesliabilities, Taxes, penalties, fines, interests, deficiencies, damages, costs damages or Expenses expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related Party of them whether or not involving a third party claim, as a result of, arising out of, in connection with or in any way related to (i) the breach or inaccuracy of any of the representations representations, warranties, covenants or warranties agreements of the Partnership contained herein or in any of the Transaction Documents certificate or (ii) the breach of any covenant instrument delivered by or agreement on behalf of the Partnership contained herein or in any of the Transaction Documentshereunder); provided, however, in each case, that any such claim for indemnification must be relating to a breach of any representation or warranty is made prior to the expiration of such representation, warranty, covenant representation or agreement warranty to the extent applicable (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party has given delivered notice (stating in reasonable detail, to the extent known, the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made). Notwithstanding anything to the contrary herein, no Purchaser 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 (i) are the result of fraud or (ii) constitute a diminution in value of the Purchased Units, PIK Units and Conversion Units; provided, however, that with respect to each Purchaser Related Party, the damages recoverable by such Purchaser Related Party pursuant to this clause (ii) shall not to exceed the Purchase Price applicable to such Purchaser; and (b) Purchaser 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 Purchaser Related Parties that are indemnifiable hereunder.

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the The Partnership agrees to indemnify each Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) againstfrom costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless fromagainst, any and all lossesactions, Proceedings suits, proceedings (including any investigations, litigation or inquiries), demands 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, Taxes, penalties, fines, interests, deficienciesliabilities, damages, costs or Expenses expenses of any kind or nature whatsoever, whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related of them), whether or not involving a Third-Party Claim, as a result of, arising out of, in connection with or in any way related to (ia) the breach or inaccuracy failure of any of the representations or warranties of made by the Partnership contained herein or in any to be true and correct as of the Transaction Documents date made or (iib) the breach of any covenant or agreement covenants of the Partnership contained herein herein, in any other Transaction Document or in any other certificate, instrument or document contemplated to be delivered hereby, provided that, in the case of the Transaction Documents; providedimmediately preceding clause (a), however, in each case, that any such claim for indemnification must be is made prior to the expiration of the survival period of such representationrepresentation or warranty; provided, warrantyhowever, covenant or agreement (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party has shall have given notice (stating in reasonable detail, to the extent known, detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made)made; provided, further, that the Partnership shall not be required to indemnify Purchaser Related Parties for the first $50,000 in the aggregate of such costs, losses, liabilities, damages, or expenses incurred by the Purchaser Related Parties. No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that such limitation shall not prevent any Purchaser Related Party from recovering under this Section 6.01 for any such damages to the extent that such damages are direct damages in the form of diminution in value or are payable to a third party in connection with any Third-Party Claims.

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the The Partnership agrees to indemnify the Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) againstfrom, and hold each of them harmless fromagainst, any and all lossesactions, Proceedings suits, proceedings (including any investigations, litigation or inquiries), demands 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, Taxes, penalties, fines, interests, deficienciesliabilities, damages, costs or Expenses expenses of any kind or nature whatsoever, including including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related Party of them as a result of, arising out of, in connection with or in any way related to (i) the breach or inaccuracy of any of the representations or warranties of the Partnership contained herein or in any of the Transaction Documents or (ii) the breach of any covenant or agreement of the Partnership contained herein or in any of the Transaction Documents; provided, howeverwarranties, in each case, when made and as of the Closing Date as if made again on the Closing Date (except with respect to representations and warranties made as of a specific date, in which case solely as of such date), or covenants of the Partnership contained herein, provided that any such claim for indemnification must be relating to a breach of the representations or warranties is made prior to the expiration of such representationrepresentations or warranties; and provided further, warranty, covenant or agreement (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a no Purchaser Related Party has given notice shall be entitled to recover special, consequential (stating including lost profits or diminution in reasonable detail, value) or punitive damages. Notwithstanding anything to the extent knowncontrary, the basis (a) consequential damages shall not be deemed to include diminution in value of the claim for indemnificationPurchased Units (and Class B Units issued as a distribution in kind in respect thereof or in respect of such Class B Units and Common Units issued upon conversion of any such Purchased Units and Class B Units), which shall be specifically included in damages recoverable by Purchaser Related Parties hereunder and (b) Purchaser Related Parties shall further be able to the Partnership shall constitute the date upon which recover any special, consequential or punitive damages that are components of damages paid to third parties by such claim has been made)Purchaser Related Parties.

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the Partnership agrees to indemnify each Purchaser and defend the Purchasers, their respective its Affiliates and the Purchasers’ and their respective Affiliates’ respective Representatives (collectively, the “Purchaser Related Parties”) againstfrom, and hold each of them harmless fromagainst, any and all losses, Proceedings 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, Liabilitiesliabilities, Taxes, penalties, fines, interests, deficiencies, damages, costs or Expenses expenses of any kind or nature whatsoever, including including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related Party of them, whether or not involving a third party claim, as a result of, arising out of, in connection with or in any way related to (i) the breach or inaccuracy of any of the representations representations, warranties or warranties covenants of the Partnership contained herein or in any of the Transaction Documents or (ii) the breach of any covenant or agreement of the Partnership contained herein or in any of the Transaction Documentsherein; provided, however, in each case, that any such claim for indemnification must be relating to a breach of any representation or warranty is made prior to the expiration of such representation, warranty, covenant representation or agreement warranty (it being understood that (x) for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party has given notice (stating in reasonable detail, to the extent known, detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been mademade and (y) the aggregate liability of the Partnership (i) to each Purchaser pursuant to this Section 6.01 shall not exceed the amount of such Purchaser’s respective Funding Obligation and (ii) to all Purchasers pursuant to this Section 6.01 shall not exceed the Total Funding Obligation); provided, further, that no Purchaser Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages.

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the The Partnership agrees to indemnify each Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) againstfrom, and hold each of them harmless fromagainst, any and all lossesactions, Proceedings suits, proceedings (including any investigations, litigation or inquiries), demands 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, Taxes, penalties, fines, interests, deficienciesliabilities, damages, costs or Expenses expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related Party of them as a result of, arising out of, in connection with or in any way related to (i) the breach or inaccuracy of any of the representations, warranties or covenants of the Partnership contained herein, provided that such claim for indemnification relating to a breach of the representations or warranties of the Partnership contained herein or in any of the Transaction Documents or (ii) the breach of any covenant or agreement of the Partnership contained herein or in any of the Transaction Documents; provided, however, in each case, that any such claim for indemnification must be is made prior to the expiration of such representationrepresentations or warranties; and provided further, warranty, covenant or agreement (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a no Purchaser Related Party has given notice shall be entitled to recover special, indirect, incidental, consequential (stating including lost profits or diminution in reasonable detailvalue) or punitive damages. Notwithstanding anything to the contrary, indirect, incidental and consequential damages shall not be deemed to include diminution in value of the Purchased Units to the extent knownresulting from, arising out of or in any way related to the basis breach of any of the claim for indemnification) to representations, warranties or covenants of the Partnership shall constitute contained herein, which is specifically included in damages covered by the date upon which such claim has been made)Purchaser Related Parties’ indemnification.

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the The Partnership agrees to indemnify the Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) againstfrom costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, and hold each of them harmless fromagainst, any and all lossesactions, Proceedings 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 any and all reasonable costs, losses, Liabilities, Taxes, penalties, fines, interests, deficienciesliabilities, damages, costs or Expenses expenses of any kind or nature whatsoeverwhatsoever (including, including without limitation, the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related of them), whether or not involving a Third-Party Claim, as a result of, arising out of, in connection with or in any way related to (ia) the breach or inaccuracy failure of any of the representations or warranties of made by the Partnership contained herein to be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.08, Section 3.10 or Section 3.12 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of each Closing Date (except for any representations and warranties made as of the Transaction Documents a specific date, which shall be required to be true and correct as of such date only) or (iib) the breach of any covenant or agreement covenants of the Partnership contained herein or herein; provided that, in any the case of the Transaction Documents; providedimmediately preceding clause (a), however, in each case, that any such claim for indemnification must be is made prior to the expiration of the survival period of such representationrepresentation or warranty; provided, warrantyfurther, covenant or agreement (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a the Purchaser Related Party has shall have given notice (stating in reasonable detail, to the extent known, detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made); and provided, further, that the aggregate liability of the Partnership to the Purchaser under this Section 6.01 shall not be greater in amount than the Base Purchase Price plus, if the Option is exercised, the Option Purchase Price. No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that such limitation shall not prevent any Purchaser Related Party from recovering under this Section 6.01 for any such damages to the extent that such damages are payable to a third party in connection with any Third-Party Claims.

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the The Partnership agrees to indemnify each Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Indemnified Parties”) againstfrom costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, and hold each of them harmless from, against any and all lossesactions, Proceedings 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 for, any and all reasonable costs, losses, Liabilities, Taxes, penalties, fines, interests, deficiencies, damages, costs liabilities or Expenses expenses of any kind or nature whatsoeverwhatsoever (including, including the reasonable without limitation, legal fees and disbursements of counsel and all other reasonable Expenses expenses reasonably incurred in connection with investigatingany suit, defending action or preparing to defend proceeding or any claim asserted), joint or several, that the Purchaser Indemnified Party may incur, whether or not involving a Third-Party Claim, insofar as such matter (eachloss, a “Loss”) that may be sufferedclaim, sustained damage or incurred by any Purchaser Related Party or asserted against any Purchaser Related Party as a result of, arising liability arises out of, in connection with or in any way related to is based upon, (ia) the breach or inaccuracy failure of any of the representations or warranties of made by the Partnership contained herein to be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.13, Section 3.16 or Section 3.18 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in any each case, shall be true and correct in all respects) when made and as of the Transaction Documents Closing Date (except for any representations and warranties made as of a specific date, which shall be required to be true and correct as of such date only) or (iib) the breach of any covenant or agreement covenants of the Partnership contained herein or herein, provided that, in any the case of the Transaction Documents; providedimmediately preceding clause (a), however, in each case, that any such claim for indemnification must be is made prior to the expiration of the survival period of such representation, representation or warranty, covenant or agreement ; provided further that (it being understood that x) for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Indemnified Party has shall have given notice (stating in reasonable detail, to the extent known, detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made)made and (y) the aggregate liability of the Partnership (i) to each Purchaser pursuant to this Section 6.01 shall not be greater in amount than such Purchaser’s respective Funding Obligation and (ii) to all Purchasers pursuant to this Section 6.01 shall not exceed the Total Funding Obligation. To the fullest extent permitted by Law, no Purchaser Indemnified Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that such limitation shall not prevent any Purchaser Indemnified Party from recovering under this Section 6.01 for any such damages to the extent that such damages are payable to a third party in connection with any Third-Party Claims.

Indemnification by the Partnership. Subject to the limitations set forth in this Agreement, the The Partnership agrees to indemnify each Purchaser and defend the Purchasers, their respective Affiliates and the Purchasers’ and their respective Affiliates’ respective its Representatives (collectively, the “Purchaser Related Parties”) againstfrom all costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, and hold each of them harmless fromagainst, any and all lossesactions, Proceedings 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, Taxes, penalties, fines, interests, deficienciesliabilities, damages, costs or Expenses expenses of any kind or nature whatsoever, whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable Expenses expenses incurred in connection with investigating, defending or preparing to defend any such matter (each, a “Loss”) that may be suffered, sustained or incurred by any Purchaser Related Party them or asserted against or involve any Purchaser Related of them), whether or not involving a Third-Party Claim, as a result of, arising out of, in connection with or in any way related to (ia) the breach or inaccuracy failure of any of the representations or warranties of made by the Partnership contained herein to be true and correct in all material respects (other than those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.13, Section 3.17 or Section 3.18 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in any each case, shall be true and correct in all respects) when made and as of the Transaction Documents Closing Date (except for any representations and warranties made as of a specific date, which shall be required to be true and correct as of such date only) or (iib) the breach of any covenant or agreement covenants of the Partnership contained herein or herein; provided that, in any the case of the Transaction Documents; providedimmediately preceding clause (a), however, in each case, that any such claim for indemnification must be is made prior to the expiration of the survival period of such representationrepresentation or warranty; provided, warrantyfurther, covenant or agreement (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party has shall have given notice (stating in reasonable detail, to the extent known, detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made); and provided, further, that the aggregate liability of the Partnership to each Purchaser pursuant to this Section 6.01 shall not be greater in amount than such Purchaser’s Funding Obligation, and the aggregate liability of the Partnership to all Purchasers pursuant to this Section 6.01 shall not exceed the aggregate Funding Obligation of all Purchasers. No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.01; provided, however, that such limitation shall not prevent any Purchaser Related Party from recovering under this Section 6.01 for any such damages to the extent that such damages are in the form of diminution in value or are payable to a third party in connection with any Third-Party Claims.