Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. The Purchaser agrees to indemnify the Company and its Representatives (collectively, the “Company Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all 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 costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made or (b) the breach of any of the covenants of the 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 the survival period of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, however, that such limitation shall not prevent any Company Related Party from recovering under this Section 5.02 for any such damages to the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party Claims.

Indemnification by the Purchaser. The Purchaser agrees to shall indemnify and hold harmless the Company, each of its directors, and each Person, if any, who controls or is under common control with the Company and its Representatives within the meaning of the Securities Act (collectively, the “Company Related Indemnified Parties”) from), costs, against any losses, liabilitiesclaims, damages, liabilities or expenses to which the Company, each of its directors or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any kind or nature whatsoeverlitigation, and hold each if such settlement is effected with the written consent of them harmless against, any and all 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 costs, the Purchaser) insofar as such losses, liabilitiesclaims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any kind inaccuracy in the representations and warranties of the Purchaser contained in this Agreement or nature whatsoever (including any failure of the reasonable fees Purchaser to perform its obligations hereunder , and disbursements of counsel will reimburse the applicable Company Indemnified Parties for any legal and all other reasonable expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending defending, settling, compromising or preparing to defend paying any such matter loss, claim, damage, liability, expense or action. For purposes of clarity, the Purchaser will not be liable to any Company Indemnified Party to the extent that may be incurred by them any loss, claim, damage, liability or asserted against expense arises out of or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to is based upon (ai) the failure of a Company Indemnified Party to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made or (b) the breach of any of the covenants of the 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 the survival period of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Indemnified Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, however, that such limitation shall not prevent any Company Related Party from recovering under this Section 5.02 for any such damages to the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party Claimsherein.

Indemnification by the Purchaser. The Purchaser agrees to indemnify the Company Triangle and its Representatives (collectively, the “Company Triangle Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, 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, damages, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Third Party Claim, as a result of, arising out of, or in any way related to (ai) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made hereof or as of the Closing or (bii) the breach of any of the covenants of the Purchaser contained herein; provided, provided that, that in the case of the immediately preceding clause (ai), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Triangle Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, howeverfurther, that such limitation that, absent fraud or willful misconduct, the liability of the Purchaser shall not prevent any Company Related Party from recovering under this Section 5.02 for any such damages to be greater in amount than the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party ClaimsPurchase Price.

Indemnification by the Purchaser. The In accordance with the terms and subject to the conditions of this Article VIII, from and after the Closing, the Purchaser agrees to shall indemnify and hold harmless the Company and its Representatives (collectivelySFS and their respective Representatives, the “Company Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, from and hold each of them harmless against, against any and all demands, claims, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and 45 causes of action, andproceedings, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costsassessments, losses, damages, liabilities, damagessettlements, or judgments, fines, penalties, interest, costs and expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses counsel) which are asserted against, imposed upon or incurred by any such Person as a result of or in connection with investigating, defending the breach or preparing to defend any such matter that may be incurred alleged breach by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (a) the failure Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which indemnification is provided pursuant to this Section 8.02 being hereinafter collectively referred to as the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made or (b) the breach of any of the covenants of the Purchaser contained herein, provided that, in the case of the immediately preceding clause (a"Company Claims"), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; provided, however, that for purposes (A) the maximum liability of determining when the Purchaser pursuant to this Section 8.02 in respect of such Company Claims shall be an amount equal to the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification claim has been madepursuant to this Section 8.02 in respect of any Company Claims shall terminate as of the applicable survival period set forth in Section 8.03, unless the date upon which a Company Related Party Person entitled to indemnification shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the prior to such date upon which identifying such claim has been made. No Company Related Party shall be Claims with reasonable particularity and asserting that it is entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under indemnification by the Purchaser against such Company Claims pursuant to this Section 5.02; provided, however, that such limitation shall not prevent any Company Related Party from recovering under this Section 5.02 for any such damages to the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party Claims8.02.

Indemnification by the Purchaser. The Purchaser agrees to indemnify the Company EEP, its Affiliates and its Representatives their officers, directors, members, managers, employees and agents (collectively, the “Company EEP Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, 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, damages, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Third Party Claim, as a result of, arising out of, or in any way related to (ai) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made hereof or (bii) the breach of any of the covenants of the Purchaser contained herein; provided, provided that, that in the case of the immediately preceding clause (ai), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company EEP Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, howeverfurther, that such limitation the liability of the Purchaser (and its Affiliates, if the Purchaser transfers a portion or all of the Purchased Units to an Affiliate) shall not prevent any Company Related Party from recovering under this Section 5.02 for any such damages to be greater in amount than the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party ClaimsPurchase Price.

Indemnification by the Purchaser. The Purchaser agrees to indemnify the Company Partnership, the General Partner, NuStar GP and its their respective Representatives (collectively, the “Company Partnership Related Parties”) from, all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all 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 costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the 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 in all respects) or (b) the breach of any of the covenants or obligations of any the Purchaser contained herein, herein (including failure to deliver payment pursuant to the Funding Amount); 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 the survival period of such representation or warranty; and provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the liability of any Purchaser shall not be greater in amount than the Funding Amount plus any distributions paid to the Purchaser with respect to the Purchased Common Units. No Company Partnership Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.026.02; provided, however, that such limitation shall not prevent any Company Partnership Related Party from recovering under this Section 5.02 6.02 for any such damages to the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party Claims.

Indemnification by the Purchaser. The From and after the Closing, the Purchaser agrees to indemnify the Company K-Sea Entities and its their respective Representatives (collectively, the “Company K-Sea Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, 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, damages, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Third Party Claim, as a result of, arising out of, or in any way related to (ai) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made hereof, as of the First Transaction Closing Date and, if there is a Second Transaction Closing, as of the Second Transaction Closing Date or (bii) the breach of any of the covenants of the Purchaser contained herein; provided, provided that, that in the case of the immediately preceding clause (ai), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company K-Sea Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, howeverfurther, that such limitation the liability of the Purchaser (and its Affiliates, if the Purchaser Transfers a portion or all of the Purchased Units to an Affiliate as permitted by Section 5.01) shall not prevent any Company Related Party from recovering under this Section 5.02 for any such damages to be greater in amount than the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party ClaimsPurchase Price.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Crosstex, the Company General Partners and its their respective Representatives (collectively, the “Company Crosstex Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, 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, damages, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claimthird party claim, as a result of, arising out of, or in any way related to (ai) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made hereof or (bii) the breach of any of the covenants of the Purchaser contained herein, provided that, in the case of the immediately preceding clause (ai), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Crosstex Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, howeverfurther, that such limitation the liability of the Purchaser shall not prevent any Company Related Party from recovering under this Section 5.02 for any such damages to be greater in amount than the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party ClaimsPurchase Price.

Indemnification by the Purchaser. The Purchaser agrees to indemnify the Company and its Representatives (collectively, the “Company Related Parties”) from, from costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all 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 costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made hereof and as of the Closing or (b) the breach of any of the covenants of the 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 the survival period of such representation or warranty, in which case the indemnification obligations of the Purchaser with respect to such claim shall survive indefinitely; provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, howeverfurther, that such limitation the liability of the Purchaser shall not prevent be greater in amount than the sum of the Purchaser’s Funding Obligation plus any Company Related Party from recovering under this Section 5.02 for any such damages distributions paid to the extent that such damages are direct damages in Purchaser with respect to the form of diminution in value or payable to a third party in connection with any Third-Party ClaimsPurchased Shares.

Indemnification by the Purchaser. The Purchaser agrees to indemnify the Company and its Representatives (collectively, the “Company Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all 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 costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the 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 (b) the breach of any of the covenants of the 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 the survival period of such representation or warranty; and provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the liability of the Purchaser shall not be greater in amount than the sum of the aggregate Purchase Price (minus the Transaction Fee) actually paid or, assuming the satisfaction or waiver of all applicable conditions set forth in Section 2.04 and Section 2.05, obligated to be paid at all Closings. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.026.02; provided, however, that such limitation shall not prevent any Company Related Party from recovering under this Section 5.02 6.02 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 Purchaser. The Purchaser agrees to indemnify the Company Triangle and its Representatives (collectively, the “Company Triangle Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, 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, damages, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Third Party Claim, as a result of, arising out of, or in any way related to (ai) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made hereof or (bii) the breach of any of the covenants of the Purchaser contained herein; provided, provided that, that in the case of the immediately preceding clause (ai), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Triangle Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, howeverfurther, that such limitation that, absent fraud or willful misconduct, the liability of the Purchaser (and its Affiliates, if the Purchaser Transfers (as defined in the Convertible Note) a portion or all of the Convertible Note or all or a portion of the Conversion Shares to an Affiliate in accordance with the terms and upon the conditions of the Convertible Note) shall not prevent any Company Related Party from recovering under this Section 5.02 for any such damages to be greater in amount than the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party ClaimsPurchase Price.

Indemnification by the Purchaser. The Purchaser agrees Purchasers agree to indemnify the Company Partnership, its Affiliates and its each of their respective Representatives (collectively, the “Company Partnership Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, from Losses and hold each of them harmless against, any and all 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 any and all costsLosses (including, losseswithout limitation, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by the any Purchaser contained herein to be true and correct in all material respects (other than those representations and warranties that are qualified by materiality, which, in each case, shall be true and correct in all respects) when made and as of the date made Closing Date or (b) the breach of any of the covenants of the Purchaser Purchasers contained herein; provided, provided however, that, : (i) 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 the survival period of such the representation or warranty; provided, however, that (ii) for purposes of determining when an indemnification claim has been made, the date upon which a Company Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser Representative shall constitute the date upon which such claim has been made; and (iii) the aggregate liability of each Purchaser to the Partnership Related Parties pursuant to this Section 6.02 shall not exceed its Funding Obligation. No Company Partnership Related Party shall be entitled to recover (i) special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.026.02; provided, however, that such limitation shall not prevent any Company Partnership Related Party from recovering under this Section 5.02 6.02 for any such damages to the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party Claims, or (ii) twice with respect to the same Loss.

Indemnification by the Purchaser. The Purchaser agrees to indemnify the Company Seller, its Affiliates and its their respective Representatives (collectively, the “Company Related PartiesSeller Indemnitees”) from, all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all 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 costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Thirdthird-Party party Claim, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made or (b) the breach of any of the representations, warranties or covenants of the Purchaser contained herein, ; provided that, in the case of the immediately preceding clause (a), that such claim Claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration third anniversary of the survival period of such representation or warrantyClosing Date; provided, howeverfurther, that for purposes of determining when an a Claim for indemnification claim has been made, the date upon which a Company Related Party Seller Indemnitee shall have given notice (stating in reasonable detail the basis of the claim Claim for indemnification) to the Purchaser shall constitute the date upon which such claim Claim has been made; provided, further, that the aggregate liability of the Purchaser shall not be greater in amount than the aggregate Purchase Price paid to the Seller. No Company Related Party Seller Indemnitee shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.024.2; provided, however, that such limitation shall not prevent any Company Related Party Seller Indemnitee from recovering under this Section 5.02 4.2 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 Thirdthird-Party party Claims.

Indemnification by the Purchaser. The Subject to the limitations set forth in this Agreement, the Purchaser agrees to indemnify the Company Partnership, the General Partner and its their respective Representatives (collectively, the “Company Partnership Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, 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, 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 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, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made or (b) the breach of any of the representations, warranties or covenants of the Purchaser contained herein; provided, provided that, in the case of the immediately preceding clause (a), that such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; provided, however, warranty (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 notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made. No Company ); and provided, further, that no Partnership Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, however, that such limitation shall not prevent any Company Related Party from recovering under this Section 5.02 for any such damages to the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party Claimsdamages.

Indemnification by the Purchaser. The Purchaser agrees to indemnify the Company each Seller, its Affiliates and its their respective Representatives (collectively, the “Company Related PartiesSeller Indemnitees”) from, all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all 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 costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Thirdthird-Party party Claim, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made or (b) the breach of any of the representations, warranties or covenants of the Purchaser contained herein, ; provided that, in the case of the immediately preceding clause (a), that such claim Claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration third anniversary of the survival period of such representation or warrantyClosing Date; provided, howeverfurther, that for purposes of determining when an a Claim for indemnification claim has been made, the date upon which a Company Related Party Seller Indemnitee shall have given notice (stating in reasonable detail the basis of the claim Claim for indemnification) to the Purchaser shall constitute the date upon which such claim Claim has been made; provided, further, that the aggregate liability of the Purchaser shall not be greater in amount than the aggregate Purchase Price paid to the Sellers. No Company Related Party Seller Indemnitee shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.024.2; provided, however, that such limitation shall not prevent any Company Related Party Seller Indemnitee from recovering under this Section 5.02 4.2 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 Thirdthird-Party party Claims.

Indemnification by the Purchaser. The Purchaser agrees to indemnify and hold the Company and its Representatives (collectivelySellers harmless in respect of the aggregate of all indemnifiable damages of the Sellers. For this purpose, "indemnifiable damages" of the “Company Related Parties”) fromSellers means the aggregate of all expenses, losses, costs, lossesdeficiencies, liabilities, damages, or expenses of any kind or nature whatsoever, liabilities and hold each of them harmless against, any and all actions, suits, proceedings damages (including any investigations, litigation or inquiries), demands, reasonable related counsel and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable engineering fees and disbursements of counsel and all other reasonable expenses expenses) incurred or suffered by the Sellers (i) resulting from any representation or warranty made by the Purchaser in connection with investigatingor pursuant to Article 5 hereof that is inaccurate, defending or preparing to defend (ii) resulting from 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, as a result of, arising out of, or default in any way related to (a) the failure performance of any of the representations covenants or warranties agreements made by the Purchaser contained herein in this Agreement, (iii) resulting from the failure of the Purchaser to pay, discharge or perform any of the Assumed Liabilities, or (iv) resulting from the Purchaser's failure to satisfy Environmental Liabilities assumed by the Purchaser pursuant to Section 2.3.1.3 to the extent indemnifiable damages of the Sellers are less than $1,000,000 or are greater than $3,500,000. For the purpose of this Section 11.2, all representations, warranties, covenants and agreements of the Purchaser set forth in this Agreement that are qualified as to materiality shall be deemed not so qualified. The right to payment of indemnifiable damages or other remedy based on representations, warranties, covenants or obligations will not be affected by any investigation conducted, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. Without limiting the generality of the foregoing with respect to the measurement of indemnifiable damages, the Sellers shall have the right to be put in the same financial position as it would have been in had each of the representations and warranties of the Purchaser been true and correct in all material respects as of the date made or (b) the breach of any and had each of the covenants of the Purchaser contained herein, provided that, been performed 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 the survival period of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, however, that such limitation shall not prevent any Company Related Party from recovering under this Section 5.02 for any such damages to the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party Claimsfull.

Indemnification by the Purchaser. The Purchaser agrees to indemnify the Company and its Representatives (collectively, the “Company Related Parties”) from, from costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all 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 costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made Closing or (b) the breach of any of the covenants of the 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 the survival period of such representation or warranty, in which case the indemnification obligations of the Purchaser with respect to such claim shall survive indefinitely; provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, howeverfurther, that such limitation the liability of the Purchaser shall not prevent be greater in amount than the sum of the Purchaser’s Funding Obligation plus any Company Related Party from recovering under this Section 5.02 for any such damages distributions paid to the extent that such damages are direct damages in Purchaser with respect to the form of diminution in value or payable to a third party in connection with any Third-Party ClaimsPurchased Shares.

Indemnification by the Purchaser. The From and after the Closing, the Purchaser agrees to shall indemnify the Company Company, and its Representatives controlled Affiliates and its and their officers, directors, managers, employees and agents (collectively, the “Company Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, Losses 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 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-Third Party Claim, incurred by or asserted against such Company Related Parties as a result of, of or arising out of, or in any way related to of (a) the failure of any of the representations or warranties made by the Purchaser contained herein in Section 2.2(a), 2.2(b)(1), 2.2(b)(2)(i)(A) or 2.2(c) to be true and correct correct, (b) the breach of any applicable securities Laws in all material respects as connection with the assignment of the date made Purchased Shares by the Purchaser, or any of its successors or assigns, to any Permitted Transferee, or (bc) the breach of any of the covenants of the 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 the survival period of such representation or warrantywarranty as set forth in Section 5.5; provided, howeverfurther, that 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 the Purchaser in accordance with the terms and conditions of this Agreement shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, however, that such limitation shall not prevent any Company Related Party from recovering under this Section 5.02 for any such damages to the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party Claims.

Indemnification by the Purchaser. The Purchaser agrees to indemnify shall indemnify, save and keep the Company Shareholder and its Representatives (collectivelythe Seller, the “Company Related Parties”) fromtheir successors and assigns, costs, losses, forever harmless against and from all liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and claims, actions or causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costsassessments, losses, liabilitiespenalties, damagescosts, damages or expenses of any kind or nature whatsoever (expenses, including the reasonable attorneys' fees and disbursements expenses, of counsel every kind, nature and all other reasonable expenses incurred in connection with investigatingdescription, defending fixed or preparing to defend any such matter that may be contingent, sustained or incurred by them Shareholder and the Seller, its successors or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, assigns arising out of, resulting from, based upon or in connection with: 9.3.1 any way related representation or warranty made by Purchaser to Shareholder or the Seller herein or any violation of agreements or covenants or any instrument or document delivered to Shareholder and the Seller in connection herewith being incorrect in any material respect provided a claim is asserted by Shareholder or the Seller within one (a1) year of the Closing Date. 9.3.2 the failure of any of the representations Purchaser to comply with, or warranties made the breach by the Purchaser contained herein to be true and correct in all material respects as of the date made or (b) the breach of any of the covenants and agreements in this Agreement to be performed by the Purchaser; 9.4 DEFENSE OF CLAIMS: A party entitled to indemnification hereunder (an "Indemnified Party") agrees to notify each party required to indemnity hereunder (an "Indemnifying Party") with reasonable promptness of any claim asserted against it in respect of which any Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the Purchaser contained herein, provided that, in the case basis of the immediately preceding clause (a), such claim for indemnification relating to a breach and the manner of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Related calculation thereof. An Indemnifying Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) right to the Purchaser shall constitute the date upon which defend any such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative at its or punitive damages under this Section 5.02his own expense and with counsel of its or his choice; provided, however, that such limitation counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not prevent any Company Related be unreasonably withheld or delayed; and provided further, that the Indemnified Party from recovering under this Section 5.02 for any may participate in such damages to the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection defense, if it so chooses, with any Third-Party Claims.its own counsel and at its own expense. 9.5

Indemnification by the Purchaser. The Purchaser agrees to indemnify each of the Company Partnership Parties and its their respective Representatives (collectively, the “Company Partnership Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all 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 any and all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects (other than those representations and warranties that are qualified by materiality, which, in each case, shall be true and correct in all respects) when made and as of the date made Closing Date or (b) the breach of any of the covenants of the Purchaser contained herein; provided, provided however, 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 the survival period of such the representation or warranty; and provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the liability of the Purchaser shall not be greater in amount than the sum of the Funding Obligation plus any distributions paid to the Purchaser with respect to the Purchased Units, the PIK Units and the Conversion Units, if applicable. No Company Partnership Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.026.02; provided, however, that such limitation shall not prevent any Company Partnership Related Party from recovering under this Section 5.02 6.02 for any such damages to the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party Claims.

Indemnification by the Purchaser. The Purchaser agrees to indemnify the Company Copano and its Representatives (collectively, the “Company Copano Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, 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, damages, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Third Party Claim, as a result of, arising out of, or in any way related to (ai) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made hereof or (bii) the breach of any of the covenants of the Purchaser contained herein; provided, provided that, that in the case of the immediately preceding clause (ai), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Copano Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, howeverfurther, that such limitation the liability of the Purchaser (and its Affiliates, if the Purchaser Transfers a portion or all of the Purchased Units to an Affiliate as permitted by Section 5.02) shall not prevent any Company Related Party from recovering under this Section 5.02 for any such damages to be greater in amount than the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any Third-Party ClaimsPurchase Price.

Indemnification by the Purchaser. The Purchaser agrees to will, and hereby does, indemnify the Company and hold harmless, Deutsche Bank and its Representatives (collectivelydirectors, officers, partners, agents and Affiliates and each other person who participates as an underwriter in the “Company Related Parties”) fromoffering or sale of the Purchase Price Shares, costs, insofar as losses, liabilitiesclaims, damagesdamages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement under which Purchase Price Shares held by Deutsche Bank were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or expenses any amendment or supplement thereto, 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 any kind or nature whatsoeverthe circumstances in which they were made not misleading, and hold the Purchaser will reimburse Deutsche Bank and each of them harmless againstsuch director, officer, partner, agent or Affiliate and underwriter for any and all actions, suits, proceedings (including legal or 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 costs, losses, liabilities, damages, or other expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be reasonably incurred by them in 119 connection with investigating or asserted against defending any such loss, claim, liability, action or involve proceeding; provided, that the Purchaser shall not be liable in any such case to Deutsche Bank and its directors, officers, partners, agents and Affiliates or any underwriter to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of them)or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, whether any such preliminary prospectus, final prospectus, summary prospectus, amendment or not involving a Third-Party Claimsupplement in reliance upon and in conformity with written information furnished to the Purchaser through an instrument executed by or on behalf of such person, as a result ofthe case may be, arising out ofspecifically stating that it is for use in the preparation thereof; and provided, further, that the Purchaser shall not be liable to any person who participates as an underwriter in the offering or sale of Purchase Price Shares or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any way related such case to the extent that any such loss, claim, damage, liability (aor action or proceeding in respect thereof) the or expense arises out of such person’s failure of any to send or give a copy of the representations final prospectus, as the same may be then supplemented or warranties made by amended, to the Purchaser contained herein to be true and correct in all material respects as of the date made person asserting an untrue statement or (b) the breach of any of the covenants of the 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 alleged untrue statement or warranty is made omission or alleged omission at or prior to the expiration written confirmation of the survival period sale of Purchase Price Shares to such person if such statement or omission was corrected in such final prospectus so long as such final prospectus, and any amendments or supplements thereto, have been furnished to such underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Deutsche Bank or any such underwriter, director, officer, partner, agent or Affiliate and shall survive the transfer of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the securities by Deutsche Bank. The Purchaser shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover specialreceive indemnification and contribution from or on behalf of underwriters, indirectselling brokers, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, however, that such limitation shall not prevent any Company Related Party from recovering under this Section 5.02 for any such damages dealer managers and similar securities industry professionals participating in the distribution to the same extent that as provided above with respect to information so furnished in writing by such damages are direct damages Persons for inclusion in the form of diminution in value any prospectus or payable to a third party in connection with any Third-Party ClaimsRegistration Statement.