Common use of Indemnification of Class A Investor Group by the Class B Member Clause in Contracts

Indemnification of Class A Investor Group by the Class B Member. Subject to the terms and conditions of this Article XI, the Class B Member hereby indemnifies, defends, reimburses and holds harmless each Class A Equity Investor and its respective parent or subsidiary companies, partners and other Affiliates, and their respective officers, directors, employees, attorneys, contractors and agents (collectively, the “Class A Investor Group”), from and against any and all Damages asserted against, resulting to, imposed upon, or incurred by the Class A Investor Group, directly or indirectly, by reason of or resulting from (a) any breach by Guarantor, the Class B Member (whether in its capacity as the Class B Member, the Managing Member, the Tax Matters Member or otherwise), the Company or the Administrator or their Affiliates of their respective representations and warranties or covenants contained in this Agreement, any other Investment Document or the ASA or (b) any Environmental Claim arising from any pre-closing environmental contamination (collectively, “Class A Investor Claims”). To the extent that any such Damages relating to a Class A Investor Claim remain unpaid after such claim has been made therefor pursuant to this Article XI, any distributions otherwise payable to the Class B Member under this Agreement shall be used to satisfy the obligations of Guarantor, the Class B Member, the Company or their Affiliates, as applicable, hereunder in accordance with Section 5.4.

Indemnification of Class A Investor Group by the Class B Member. Subject Without in any way limiting any rights the Class A Equity Investor has under the Bloom Guarantee, and subject to the terms and conditions of this Article XI, the Class B Member hereby indemnifies, defends, reimburses and holds harmless each the Class A Equity Investor and its respective parent or subsidiary companies, partners and other Affiliates, and their respective officers, directors, employees, attorneys, contractors and agents (collectively, the “Class A Investor Group”), from and against any and all Damages asserted against, resulting to, imposed upon, or incurred by the Class A Investor Group, directly or indirectly, by reason of or resulting from (a) any breach by Guarantor, the Class B Member (whether in its capacity as the Class B Member, the Managing Member, the Tax Matters Member or otherwise), the Company or the Administrator or their Affiliates of their respective representations and warranties or covenants contained in this Agreement, Agreement or any other Investment Transaction Document or the ASA or (b) any Environmental Claim arising from any pre-closing environmental contamination (collectively, “Class A Investor Claims”). To the extent that any such Damages relating to a Class A Investor Claim remain unpaid after such claim has been made therefor pursuant to this Article XI, any distributions otherwise payable to the Class B Member under this Agreement shall be used to satisfy the obligations of Guarantor, the Class B Member, the Company or their Affiliates, as applicable, hereunder in accordance with Section 5.4.

Indemnification of Class A Investor Group by the Class B Member. Subject Without in any way limiting any rights the Class A Equity Investor has under the Bloom Guarantee, and subject to the terms and conditions of this Article XI, the Class B Member hereby indemnifies, defends, reimburses and holds harmless each the Class A Equity Investor and its respective parent or subsidiary companies, partners and other Affiliates, and their respective officers, directors, employees, attorneys, contractors and agents (collectively, the “Class A Investor Group”), from and against any and all Damages asserted against, resulting to, imposed upon, or incurred by the Class A [***] Confidential Treatment Requested Investor Group, directly or indirectly, by reason of or resulting from (a) any breach by Guarantor, the Class B Member (whether in its capacity as the Class B Member, the Managing Member, the Tax Matters Member or otherwise), the Company or the Administrator or their Affiliates of their respective representations and warranties or covenants contained in this Agreement, Agreement or any other Investment Transaction Document or the ASA or (b) any Environmental Claim arising from any pre-closing environmental contamination (collectively, “Class A Investor Claims”). To the extent that any such Damages relating to a Class A Investor Claim remain unpaid after such claim has been made therefor pursuant to this Article XI, any distributions otherwise payable to the Class B Member under this Agreement shall be used to satisfy the obligations of Guarantor, the Class B Member, the Company or their Affiliates, as applicable, hereunder in accordance with Section 5.4.