Common use of Indemnification; Expenses Clause in Contracts

Indemnification; Expenses. Notwithstanding anything herein to the contrary, each Unitholder shall be obligated to bear, on a Pro Rata Basis, such Unitholder’s share (and not jointly and severally) of any indemnification obligation that the Dragging Party agrees to provide in connection with any Approved Exit (other than any such obligations that relate particularly to a specific Unitholder, such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units); provided, that unless a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds from any such transaction shall be withheld in accordance with each Unitholder’s Pro Rata Basis. Each Unitholder shall pay its share, on a Pro Rata Basis, of the Third Party expenses incurred by the Company or the Dragging Party pursuant to an Approved Exit to the extent such expenses are incurred for the benefit of all Unitholders, it being presumed that expenses incurred by the Company or the Dragging Party in connection with an Approved Exit are for the benefit of all Unitholders. Expenses incurred by any Unitholder on its own behalf (including the fees and disbursements of counsel, advisors and other Persons retained by such holder in connection with the Approved Exit) shall not be considered costs incurred for the benefit of all Unitholders and, to the extent not paid by the Company, shall be the responsibility of such Unitholder. Each Unitholder shall enter into any other agreement which the Dragging Party approves reasonably in connection with an Approved Exit. Without limiting the immediately prior sentence, each Unitholder shall enter into any indemnification, contribution or unitholder representative agreement requested by the Dragging Party in compliance with this Section 9.2(d).

Indemnification; Expenses. Notwithstanding anything herein to the contrary, each Unitholder the Unitholders shall be severally obligated to bear, join on a Pro Rata Basisbasis consistent with the distribution of the proceeds received (i.e., as if such Unitholder’s share (and not jointly and severallyindemnification obligations reduced the aggregate proceeds available for distribution or payment to the Unitholders in such Approved Sale) of in any indemnification obligation that the Dragging Party agrees Board (in the case of an Approved Sale approved pursuant to provide Section 9.4(a)(i)), the Majority Summit Investors (in the case of an Approved Sale approved pursuant to Section 9.4(a)(ii)), the Majority KRG Investors (in the case of an Approved Sale approved pursuant to Section 9.4(a)(iii)) or the Majority Summit Investors and the Majority KRG Investors (in the case of an Approved Sale approved pursuant to Section 9.4(a)(iv); provided, that, if the Majority Summit Investors and the Majority KRG Investors are unable to agree on such obligations, such obligations shall be as approved by the Board), as the case may be, have agreed to in connection with any such Approved Exit Sale (other than any such obligations that relate particularly specifically to a specific particular Unitholder, such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of UnitsUnits or, in the case of a Blocker Corp, its liabilities and authority); provided, provided that unless a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds from of any such transaction shall be withheld on a pro rata basis among all Unitholders (as if such escrow reduced the aggregate proceeds available for distribution or payment to the Unitholders in accordance such Approved Sale); provided that the Unitholders shall have a right of contribution should their attributable share of escrow proceeds be used to satisfy claims that relate to breaches of representations that relate specifically to a particular Unitholder; and provided further that the indemnification obligations of each Member in such Approved Sale shall be limited to the aggregate proceeds received by such Member in such Approved Sale (and the provisions of this Section 9.4(b) requiring several liability shall be deemed complied with each Unitholder’s Pro Rata Basisif such requirement is addressed through a contribution or similar agreement, even if the purchase and sale agreement or merger agreement related to the Approved Sale provides for joint and several liability). Each Unitholder shall pay its share, on a Pro Rata Basis, pro rata share (as if such expenses reduced the aggregate proceeds available for distribution or payment to the Unitholders in such Approved Sale) of the Third Party expenses incurred by the Company or the Dragging Party Unitholders pursuant to an Approved Exit Sale to the extent such expenses are incurred for the benefit of all Unitholders, it being presumed that expenses incurred Unitholders (as determined by the Company or the Dragging Party in connection with an Approved Exit are for the benefit of all UnitholdersBoard). Expenses incurred by any Unitholder on its own behalf (as determined by the Board and including the fees and disbursements of counsel, advisors and other Persons retained by such holder in connection with the Approved ExitSale) shall will not be considered costs incurred for the benefit of all Unitholders and, to the extent not paid by the CompanyHoldings LLC, shall will be the responsibility of such Unitholder. Each Unitholder shall enter into any other agreement which the Dragging Party approves reasonably in connection with an Approved Exit. Without limiting the immediately prior sentence, each Unitholder shall enter into any indemnification, contribution or unitholder representative agreement requested by the Dragging Party in compliance with this Section 9.2(d).

Indemnification; Expenses. Notwithstanding anything herein to the contrary, each Unitholder the Members shall be obligated to bear, on a Pro Rata Basis, such Unitholder’s share (and not jointly and severally) of join in any indemnification obligation that the Dragging Approving Party agrees has agreed to provide in connection with any such Approved Exit Sale (other than including any such obligations that relate particularly specifically to a specific Unitholderparticular Member, such as indemnification with respect to representations and warranties given by a Unitholder Member regarding such UnitholderMember’s title to and ownership of Units); provided, provided that unless a prospective Transferee permits a Unitholder Member to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), (x) any escrow of proceeds from of any such transaction shall be withheld in accordance with each Unitholder’s Pro Rata Basis. Each Unitholder shall pay its share, on a Pro Rata Basis, Basis among all Members and (y) any indemnification obligations among the Members that are outside of the Third Party escrow shall be several (and not joint) and in no event shall a Member’s indemnification obligation exceed the net proceeds received by such Member in connection with such Approved Sale. Each Member shall enter into any indemnification or contribution or other agreement reasonably requested by the Approving Party, as the case may be, that is in compliance with this Section 10.3(c). Each Member shall pay its Pro Rata Share of the expenses incurred by the Company or the Dragging Party Members pursuant to an Approved Exit Sale to the extent such expenses are incurred for the benefit of all Unitholders, it being presumed that Members (including the costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Company or the Dragging Party in connection with an Approved Exit are for enforcing or implementing the benefit terms and provisions of all Unitholdersthis Section 10.3). Expenses incurred by any Unitholder Member solely on its own behalf (including the fees and disbursements of counsel, advisors and other Persons retained by such holder in connection with the Approved ExitSale) shall will not be considered costs incurred for the benefit of all Unitholders Members and, to the extent not paid by the Company, shall will be the responsibility of such Unitholder. Each Unitholder shall enter into any other agreement which the Dragging Party approves reasonably in connection with an Approved Exit. Without limiting the immediately prior sentence, each Unitholder shall enter into any indemnification, contribution or unitholder representative agreement requested by the Dragging Party in compliance with this Section 9.2(d)Member.

Indemnification; Expenses. Notwithstanding anything herein to the contrary, Each Blocker Owner and each Company Unitholder shall be obligated to bear, severally (based on a Pro Rata Basis, each such UnitholderBlocker Owner’s share (and not jointly and severally) of any indemnification obligation that the Dragging Party agrees to provide in connection with any Approved Exit (other than any such obligations that relate particularly to a specific Unitholder, such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units); provided, that unless a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds from any such transaction shall be withheld in accordance with each Company Unitholder’s Pro Rata Basis. Each Unitholder shall pay its sharePercentage with respect to such Blocker Owner’s and such Company Unitholder’s Company Units), and not jointly, indemnify and hold harmless the Equityholder Representative from and against any loss incurred without gross negligence or willful misconduct (as determined in a final and non-appealable judgment of a court of competent jurisdiction) on a Pro Rata Basis, the part of the Third Party expenses incurred by the Company Equityholder Representative and arising out of or the Dragging Party pursuant to an Approved Exit to the extent such expenses are incurred for the benefit of all Unitholders, it being presumed that expenses incurred by the Company or the Dragging Party in connection with an Approved Exit are for the benefit of all Unitholders. Expenses incurred by any Unitholder on its own behalf (including the fees and disbursements of counsel, advisors and other Persons retained by such holder in connection with the Approved Exit) acceptance or administration of its duties hereunder. Any expenses or taxable income incurred by the Equityholder Representative in connection with the performance of its duties under this Agreement or any Ancillary Agreement shall not be considered costs incurred for the benefit personal obligation of all Unitholders and, the Equityholder Representative but shall be payable by and attributable to the extent not Blocker Owners and the Company Unitholders based on each such Blocker Owner’s or Company Unitholder’s Pro Rata Percentage. The Equityholder Representative may also from time to time submit invoices to the Blocker Owners and the Company Unitholders covering such expenses and liabilities, which shall be paid by the CompanyBlocker Owners and the Company Unitholders promptly following the receipt thereof based on their respective Pro Rata Percentages. Upon the request of any Blocker Owner or any Company Unitholder, the Equityholder Representative shall be the responsibility of provide such Unitholder. Each Blocker Owner or Company Unitholder shall enter into any other agreement which the Dragging Party approves reasonably in connection with an Approved Exit. Without limiting the immediately prior sentence, each Unitholder shall enter into any indemnification, contribution or unitholder representative agreement requested accounting of all material expenses and liabilities paid by the Dragging Party Equityholder Representative in compliance with this Section 9.2(d)its capacity as such.

Indemnification; Expenses. Notwithstanding anything herein to the contrary, each Unitholder the Electing Members shall be obligated to bear, on a Pro Rata Basis, such Unitholder’s share (and not jointly and severally) of join in any indemnification or escrow obligation that the Dragging Party agrees Tag Along Selling Member has agreed to provide in connection with any Approved Exit sucha Tag Along Sale (other than including any such indemnification obligations that relate particularly specifically to a specific Unitholderparticular Member, such as indemnification with respect to representations and warranties given by a Unitholder Member regarding such UnitholderMember’s title to and ownership of UnitsMembership Interests); providedprovided that no Electing Member shall be liable for any indemnification, or be required to participate in any escrow arrangement, relating to the Tag Along Sale in excess of the amount of proceeds payable to such Electing Member in connection with such Tag Along Sale (or in an amount that is disproportionate to the liability or participation of the Tag Along Selling Member or any other Electing Member, taking into account the Pro Rata Share of each Membership InterestInterests or Equity SecuritySecurities to be sold in such Tag Along Sale by the Tag Along Selling Member and each Electing Member); provided further that, unless the prospective Transferees permit a prospective Transferee permits a Unitholder Member to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds from of any such transaction shall be withheld in accordance with each Unitholder’s from participatingElecting Members based on their respective Tag Along Indemnity Pro Rata Basis. Each Unitholder shall pay its share, on a Pro Rata Basis, of the Third Party expenses incurred by the Company or the Dragging Party pursuant to an Approved Exit to the extent such expenses are incurred for the benefit of all Unitholders, it being presumed that expenses incurred by the Company or the Dragging Party in connection with an Approved Exit are for the benefit of all Unitholders. Expenses incurred by any Unitholder on its own behalf (including the fees and disbursements of counsel, advisors and other Persons retained by such holder in connection with the Approved Exit) shall not be considered costs incurred for the benefit of all Unitholders Shares and, to the extent not paid by the Companyif applicable, shall be subsequently distributed to participating Members based on their respective Pro Rata Shares; and provided further that the responsibility of Tag Along Selling Member and the Electing Members shall share on a several (and not joint) basis in indemnification liabilities related to such Unitholder. Each Unitholder shall enter into any Tag Along Sale (other agreement than liabilities (if any) related solely to a participating Member which will be borne entirely (subject to the Dragging Party approves reasonably limitations set forth in connection with an Approved Exit. Without limiting the immediately prior sentence, each Unitholder shall enter into any indemnification, contribution or unitholder representative agreement requested by the Dragging Party in compliance with this Section 9.2(d).first proviso

Indemnification; Expenses. Notwithstanding anything herein to the contrary, each Unitholder The Members shall be obligated to bearjoin (severally but not jointly, and on a Pro Rata Basis, such Unitholder’s share (and not jointly and severally) of in any indemnification obligation that the Dragging Party agrees Board and the K1 Investor acting together or the K1 Investor acting alone, as the case may be, have agreed to provide be bound by in connection with any such Approved Exit Sale (other than including any such obligations that relate particularly specifically to a specific Unitholderparticular Member, such as indemnification with respect to representations and warranties given by a Unitholder Member regarding such UnitholderMember’s title to and ownership of Units); provided, provided that unless a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow or holdback of proceeds from of any such transaction shall be withheld in accordance with each Unitholder’s Pro Rata Basis. Each Unitholder shall pay its share, on a Pro Rata BasisBasis among all Members; provided, further, that (i) in respect of representations that are specific to a Member (e.g., ownership of Units), no Member will be required to make such Member-specific representations about other Members or indemnify a buyer in respect thereof and (ii) no Member shall be obligated in connection with an Approved Sale to agree to indemnify any party with respect to an amount in excess of the Third Party cash proceeds actually received by such Member in connection with such Approved Sale. Each Member shall enter into any indemnification or contribution or other agreement reasonably requested by the Board and the K1 Investor acting together or the K1 Investor acting alone, as the case may be, to ensure compliance with this Section 8.3(c). Each Member shall pay its share determined on a Pro Rata Basis of the expenses incurred by the Company or the Dragging Party K1 Investor and its Affiliates pursuant to an Approved Exit Sale to the extent such expenses are incurred for the benefit of all Unitholders, it being presumed that Members (including the costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Company or the Dragging Party in connection with an Approved Exit are for enforcing or implementing the benefit terms and provisions of all Unitholdersthis Section 8.3(c)). Expenses incurred by any Unitholder Member on its such Member’s own behalf (including the fees and disbursements of counsel, advisors and other Persons retained by such holder Member in connection with the Approved ExitSale) shall will not be considered costs incurred for the benefit of all Unitholders Members and, to the extent not paid by the Company, shall will be the responsibility of such Unitholder. Each Unitholder shall enter into any other agreement which the Dragging Party approves reasonably in connection with an Approved Exit. Without limiting the immediately prior sentence, each Unitholder shall enter into any indemnification, contribution or unitholder representative agreement requested by the Dragging Party in compliance with this Section 9.2(d)Member.

Indemnification; Expenses. Notwithstanding anything herein to the contrary, each Unitholder shall be obligated to bear, on a Pro Rata Basis, such Unitholder’s share (and not jointly and severally) of (i) any indemnification obligation that the Dragging Party Board agrees to provide in connection with any such Approved Exit Sale (subject to subsection (ii) below, other than any such obligations that relate particularly specifically to a specific particular Unitholder, such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units) and (ii) any claims made by a governmental taxing authority against the Investors arising out of the Parthenon Blocker Tax Liability and the transactions contemplated by the Sale of the Company and attributable to the Units or entering into, assigning or exercising the Call Option (other than with respect to any income or gain on the sale of the Call Option); provided, that (A) any indemnification obligation shall be subject to reduction to the extent indemnifiable losses were caused by the indemnified party’s willful or intentional breach of any provision of the Parthenon Side Letter applicable to the Call Option; and (B); unless a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds from of any such transaction shall be withheld in accordance with each Unitholder’s Pro Rata Basis. Each Unitholder shall pay its share, on a Pro Rata Basis, of the Third Party expenses incurred by the Company or the Dragging Party Unitholders pursuant to an Approved Exit Sale to the extent such expenses are incurred for the benefit of all Unitholders, it being presumed that expenses incurred Unitholders (as determined by the Company or the Dragging Party in connection with an Approved Exit are for the benefit of all UnitholdersBoard). Expenses incurred by any Unitholder on its own behalf (including the fees and disbursements of counsel, advisors and other Persons retained by such holder in connection with the Approved ExitSale) shall will not be considered costs incurred for the benefit of all Unitholders and, to the extent not paid by the Company, shall will be the responsibility of such Unitholder. Each Unitholder shall enter into any other agreement which the Dragging Party approves reasonably in connection with an Approved ExitBoard approves. Without limiting the immediately prior sentence, each Unitholder shall enter into any indemnification, contribution or unitholder representative agreement requested by the Dragging Party Board in compliance with this Section 9.2(d)) and the provisions of this Section 9.2(d) requiring that liability be shared on a Pro Rata Basis shall be deemed complied with if such requirement is addressed through such agreement, even if the purchase and sale agreement or merger agreement related to the Approved Sale provides for joint and several liability.

Indemnification; Expenses. Notwithstanding anything herein The Unitholders shall be severally obligated to join on a pro rata basis (as if such indemnification obligations reduced the aggregate proceeds available for distribution or payment to the contrary, each Unitholder shall be obligated to bear, on a Pro Rata Basis, Unitholders in such Unitholder’s share (and not jointly and severallyApproved Sale) of in any indemnification obligation that the Dragging Party agrees CPF Members have agreed to provide in connection with any such Approved Exit Sale (other than any such obligations that relate particularly specifically to a specific particular Unitholder, such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units); provided, provided that unless a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds from of any such transaction shall be withheld on a pro rata basis among all Unitholders (as if such escrow reduced the aggregate proceeds available for distribution or payment to the Unitholders in accordance with each Unitholder’s Pro Rata Basissuch Approved Sale). Each Unitholder shall pay its share, on a Pro Rata Basis, pro rata share (as if such expenses reduced the aggregate proceeds available for distribution or payment to the Unitholders in such Approved Sale) of the Third Party expenses incurred by the Company or the Dragging Party Unitholders pursuant to an Approved Exit Sale to the extent such expenses are incurred for the benefit of all Unitholders, it being presumed that expenses incurred Unitholders (as determined by the Company or the Dragging Party in connection with an Approved Exit are for the benefit of all UnitholdersManager). Expenses incurred by any Unitholder on its own behalf (including the fees and disbursements of counsel, advisors and other Persons retained by such holder in connection with the Approved ExitSale as determined by the Manager) shall will not be considered costs incurred for the benefit of all Unitholders and, to the extent not paid by the Company, shall will be the responsibility of such Unitholder. Each Unitholder shall enter into any other agreement which that the Dragging Party approves reasonably CPF Members approve and (other than non-competition and non-solicitation agreements to be entered into by Unitholders who are also employees of the Company or any of its Subsidiaries) enter into on the same terms and conditions (other than as differences in connection with an Approved Exitsuch terms and conditions might result from holdings of different classes of Units). Without limiting the immediately prior sentence, each Unitholder shall enter into into, on a several basis, any indemnification, contribution or unitholder representative agreement requested by the Dragging Party in Manager to ensure compliance with this Section 9.2(d9.3(c). Notwithstanding anything to the contrary contained herein, in the event that any indemnification obligations are incurred in connection with the Approved Sale, each Unitholder’s obligations pursuant thereto shall not exceed the net proceeds received by such Unitholder pursuant to such Approved Sale.

Indemnification; Expenses. Notwithstanding anything herein to the contrary, each Unitholder shall be obligated to bear, on a Pro Rata Basis, such Unitholder’s share (and not jointly and severally) of any indemnification obligation that the Dragging Party Board agrees to provide in connection with any such Approved Exit Sale (subject to subsection (ii) below, other than any such obligations that relate particularly specifically to a specific particular Unitholder, such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units); provided, that unless a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds from of any such transaction shall be withheld in accordance with each Unitholder’s Pro Rata Basis. Each Unitholder shall pay its share, on a Pro Rata Basis, of the Third Party expenses incurred by the Company or the Dragging Party Unitholders pursuant to an Approved Exit Sale to the extent such expenses are incurred for the benefit of all Unitholders, it being presumed that expenses incurred Unitholders (as determined by the Company or the Dragging Party in connection with an Approved Exit are for the benefit of all UnitholdersBoard). Expenses incurred by any Unitholder on its own behalf (including the fees and disbursements of counsel, advisors and other Persons retained by such holder in connection with the Approved ExitSale) shall will not be considered costs incurred for the benefit of all Unitholders and, to the extent not paid by the Company, shall will be the responsibility of such Unitholder. Each Unitholder shall enter into any other agreement which the Dragging Party approves reasonably in connection with an Approved ExitBoard approves. Without limiting the immediately prior sentence, each Unitholder shall enter into any indemnification, contribution or unitholder representative agreement requested by the Dragging Party Board in compliance with this Section 9.2(d)) and the provisions of this Section 9.2(d) requiring that liability be shared on a Pro Rata Basis shall be deemed complied with if such requirement is addressed through such agreement, even if the purchase and sale agreement or merger agreement related to the Approved Sale provides for joint and several liability.