Common use of Release from Liability; Indemnification Clause in Contracts

Release from Liability; Indemnification. The Stockholders’ Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Stockholders shall indemnify the Stockholders’ Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Stockholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholders’ Representative from any funds or shares that become payable to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; provided, that while the Stockholders’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreement.

Release from Liability; Indemnification. The Stockholders’ Holder Representative will incur no liability of any kind with respect to any action or omission by the Holder Representative in connection with its the Holder Representative’s services pursuant to this Agreement and any related agreements ancillary hereto, except to in the extent event of liability directly resulting from its the Holder Representative’s gross negligence or willful misconduct. The Stockholders’ Holder Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Stockholders shall indemnify Selling Shareholders will indemnify, defend and hold harmless the Stockholders’ Holder Representative from and against any reasonable, documented, and out-of-pocket all losses, liabilities liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Holder Representative’s execution and performance of this Agreement and any related agreementsagreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholders’ Holder Representative, then the Stockholders’ Selling Shareholders shall not be required to indemnify the Holder Representative for such Representative Loss and the Holder Representative will reimburse the Stockholders Selling Shareholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Holder Representative by the Selling Shareholders, any such Representative Losses may shall be recovered by the Stockholders’ Holder Representative from the Rep Expense Amount and from any other funds or shares that become payable to the Stockholders Selling Shareholders under this Agreement at such time as such amounts would otherwise be distributable to the StockholdersSelling Shareholders; provided, that while this section allows the Stockholders’ Holder Representative may to be paid from the aforementioned sources of funds, this does not relieve the Stockholders Selling Shareholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Holder Representative from seeking any remedies available to it at law or otherwise. In no event will the Holder Representative be required to advance its own funds on behalf of the Selling Shareholders or otherwise. Except as expressly provided herein, any and all decisions, acts, consents or instructions made or given by the Holder Representative in connection with this Agreement or the Escrow Agreement shall constitute a decision of all the Selling Shareholders and shall be final, binding and conclusive upon each and every Selling Shareholder, and the Parent and/or Purchaser shall be entitled to rely upon any such decision, act, consent or instruction of the Holder Representative. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders Selling Shareholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Holder Representative hereunderunder this section. The Selling Shareholders acknowledge and agree that the foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Holder Representative or the termination of this Agreement.

Release from Liability; Indemnification. The Stockholders’ Each Contributing Securityholder hereby releases the Holder Representative will incur no liability in connection with its services pursuant and each Contributing Securityholder agrees, severally and not jointly, on a pro rata basis based on their Indemnity Pro Rata Share, to this Agreement indemnify, defend and hold harmless the Holder Representative (including any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Stockholders shall indemnify the Stockholders’ Representative against any reasonablelosses incurred, documentedas such losses are incurred) for, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and the acceptance or administration of the Holder Representative’s duties hereunder or any related agreementsaction taken or not taken by him, her or it in each case his, her or its capacity as such agent (including the reasonable legal costs and expenses of defending the Holder Representative Loss is suffered against any claim or incurred; providedliability (and all actions, that claims, proceedings and investigations in respect thereof) in connection with, caused by or arising out of, directly or indirectly from, the event that performance of the Holder Representative’s duties hereunder), except for the liability of the Holder Representative, or any member thereof, to an Selling Shareholder for loss which such holder will suffer from the willful misconduct, fraud or gross negligence of the Holder Representative in carrying out his, her or its duties hereunder. If not paid directly to the Holder Representative by the Contributing Securityholders, any such Representative Loss is finally adjudicated to have been caused by the gross negligence losses, liabilities or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Stockholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses expenses may be recovered by the Stockholders’ Holder Representative from any funds or shares that become payable to amounts in the Stockholders under this Agreement at such time as such amounts would Rep Expense Amount and the Escrow Fund otherwise be distributable to the StockholdersContributing Securityholders pursuant to the terms hereof, the Paying Agent Agreement and the Escrow Agreement at the time of distribution to the Selling Shareholders in accordance with written instructions delivered by the Holder Representative to the Paying Agent or the Escrow Agent, as applicable; provided, provided that while this section allows the Stockholders’ Holder Representative may to be paid from any distributable portion of the aforementioned sources of fundsRep Expense Amount and Escrow Fund, this does not relieve the Stockholders Contributing Securityholders from their obligation to promptly pay such Representative Losses losses, liabilities and expenses as they are suffered or incurred, nor does it prevent the Holder Representative from seeking any remedies available to it at law or otherwise. Notwithstanding anything In no event will the Holder Representative be required to advance its own funds on behalf of the Contributing Securityholders or otherwise. The Holder Representative will not incur any liability with respect to any action taken or suffered by him, her or it in reliance upon any notice, direction, instruction, consent, statement or other document believed by him, her or it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct. In all questions arising under this Agreement or the Escrow Agreement, the Holder Representative may rely on the advice of counsel, and the Holder Representative will not be liable to the contraryContributing Securityholders for anything done, omitted or suffered by the Holder Representative based on such advice. Except as expressly provided herein, any restrictions and all decisions, acts, consents or limitations on liability instructions made or indemnification obligations of, or provisions limiting given by the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere Holder Representative in connection with this Agreement are not intended or the Escrow Agreement shall constitute a decision of all the Contributing Securityholders and shall be final, binding and conclusive upon each and every Selling Shareholder, and the Purchaser shall be entitled to be applicable to rely upon any such decision, act, consent or instruction of the indemnities provided to the Stockholders’ Representative hereunderHolder Representative. The Contributing Securityholders acknowledge and agree that the foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this AgreementHolder Representative.

Release from Liability; Indemnification. The Stockholders’ Representative will incur no Lender and its successors and assigns are hereby absolved from all liability for failure to enforce collection of the Production Proceeds and from all other responsibility (except in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its case of Lender's gross negligence or willful misconduct) in connection therewith, except the responsibility of each to account to Mortgagor for funds actually received by each. The Stockholders’ Representative Mortgagor agrees to indemnify and hold harmless Lender(for purposes of this paragraph, the terms "Lender" shall include the directors, officers, partners, employees of Lender and any persons or entities owned or controlled by or affiliated with Lender) from and against all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) imposed upon, asserted against or incurred or paid by Lender by reason of the assertion that Lender received, either before or after payment in full of the secured indebtedness, funds from the production of oil, gas, other hydrocarbons or other minerals claimed by third persons (and/or funds attributable to sales of production which (i) were made at prices in excess of the maximum price permitted by applicable law or (ii) were otherwise made in violation of laws, rules, regulations and/or orders governing such sales), and Lender shall have the right to defend against any such claims or actions, employing attorneys of its own selection, and if not furnished with indemnity satisfactory to it, Lender shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be liable for indemnified as herein provided, all amounts paid by Lender in compromise, satisfaction or discharge of any such claim, action or omission judgment, and all court costs, attorneys' fees and other expenses of every character expended by Lender pursuant to the advice provisions of counselthis section shall be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Lender and shall bear interest, from the date expended until paid, at the rate described in Section 2.3 hereof. The Stockholders foregoing indemnities shall indemnify not terminate upon the Stockholders’ Representative against any reasonableRelease Date or upon the release, documentedforeclosure or other termination of this Mortgage but will survive the Release Date, foreclosure of this Mortgage or conveyance in lieu of foreclosure, and out-of-pocket lossesthe repayment of the secured indebtedness and the discharge and release of this Mortgage and the other documents evidencing and/or securing the secured indebtedness. However, liabilities and expenses these indemnities shall not apply to any particular indemnified party (“Representative Losses”but shall apply to the other indemnified parties) arising to the extent the subject of the indemnification is caused by or arises out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Stockholders the amount of such particular indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholders’ Representative from any funds or shares that become payable to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; provided, that while the Stockholders’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreementparty.

Release from Liability; Indemnification. The Stockholders’ Representative will incur no Mortgagee and its successors and assigns are hereby released and absolved from all liability for failure to enforce collection of the Production Proceeds and from all other responsibility in connection with its services pursuant therewith, except the responsibility of each to account to Mortgagor for funds actually received by each. Mortgagor agrees to indemnify and hold harmless Mortgagee (for purposes of this Agreement paragraph, the term "Mortgagee" shall include the directors, officers, partners, employees and agents of Mortgagee and any related agreements except persons or entities owned or controlled by or affiliated with Mortgagee) from and against any and all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) imposed upon, asserted against or incurred or paid by Mortgagee by reason of the assertion that Mortgagee received, either before or after payment in full of the secured indebtedness, funds from the production of oil, gas, other hydrocarbons or other minerals claimed by third persons (and/or funds attributable to sales of production which (i) were made at prices in excess of the maximum price permitted by applicable law or (ii) were otherwise made in violation of laws, rules, regulations and/or orders governing such sales), and Mortgagee shall have the right to defend against any such claims or actions, employing attorneys of its own selection, and if not furnished with indemnity satisfactory to it, Mortgagee shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the extent resulting from its gross negligence rights to be indemnified as herein provided, all amounts paid by Mortgagee in compromise, satisfaction or willful misconduct. The Stockholders’ Representative shall not be liable for discharge of any such claim, action or omission judgment, and all court costs, attorneys' fees and other expenses of every character expended by Mortgagee pursuant to the advice provisions of counsel. The Stockholders this section shall indemnify the Stockholders’ Representative against any reasonablebe a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Mortgagee and shall bear interest, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Stockholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholders’ Representative from any funds or shares that become payable to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; provided, that while the Stockholders’ Representative may be paid from the aforementioned sources of fundsdate expended until paid, this does not relieve at the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. Notwithstanding anything rate described in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunderSection 2.3 hereof. The foregoing indemnities shall not terminate upon the Release Date or upon the release, foreclosure or other termination of this Mortgage but will survive the ClosingRelease Date, foreclosure of this Mortgage or conveyance in lieu of foreclosure, and the resignation or removal repayment of the Stockholders’ Representative or secured indebtedness and the termination discharge and release of this Agreement.Mortgage and the other documents evidencing and/or securing the secured indebtedness. WITHOUT LIMITATION, IT IS THE INTENTION OF MORTGAGOR AND MORTGAGOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES), CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND EXPENSES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY.However, such indemnities shall not apply to any particular indemnified party (but shall apply to the other indemnified

Release from Liability; Indemnification. The Stockholders’ Representative will incur no Noteholder and its successors and assigns are hereby absolved from all liability for failure to enforce collection of the Production Proceeds and from all other responsibility in connection with therewith, except the responsibility of each to account to Grantor for funds actually received by each and for its services pursuant gross negligence, willful misconduct and fraud. Grantor agrees to indemnify and hold harmless Noteholder (for purposes of this Agreement paragraph, the term “Noteholder” shall include the directors, officers, partners, employees and agents of Noteholder and any related agreements except to the extent resulting from its gross negligence persons or willful misconduct. The Stockholders’ Representative shall not be liable for any action entities owned or omission pursuant to the advice of counsel. The Stockholders shall indemnify the Stockholders’ Representative controlled by or affiliated with Noteholder) against any reasonableand all claims, documenteddemands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, reasonable costs and expenses (including without limitation reasonable out-of-pocket lossesattorneys’ fees and expenses) by reason of the assertion that Noteholder received, liabilities either before or after payment in full of the secured indebtedness, funds from the production of oil, gas, other hydrocarbons or other minerals claimed by third persons (and/or funds attributable to sales of production which (i) were made at prices in excess of the maximum price permitted by applicable law or (ii) were otherwise made in violation of laws, rules, regulations and/or orders governing such sales), and expenses (“Representative Losses”) arising out Noteholder shall have the right to defend against any such claims or actions, employing attorneys of or its own selection, and if not furnished with indemnity reasonably satisfactory to it, Noteholder shall have the right to compromise and adjust any such claims, actions and judgments, and in connection with this Agreement and any related agreements, in each case addition to the rights to be indemnified as such Representative Loss is suffered or incurred; herein provided, that all amounts paid by Noteholder in the event that compromise, satisfaction or discharge of any such Representative Loss is finally adjudicated to have been caused claim, action or judgment, and all court costs, reasonable out-of-pocket attorneys’ fees and other expenses of every character expended by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Stockholders the amount of such indemnified Representative Loss Noteholder pursuant to the extent attributable provisions of this section shall be a demand obligation (which obligation Grantor hereby expressly promises to such gross negligence or willful misconduct. Representative Losses may be recovered pay) owing by the Stockholders’ Representative from any funds or shares that become payable Grantor to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; providedNoteholder and shall bear interest, that while the Stockholders’ Representative may be paid from the aforementioned sources of fundsdate expended until paid, this does not relieve at the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurredrate described in Section 2.3 hereof. Notwithstanding anything in this Agreement to the contraryWITHOUT LIMITATION, any restrictions or limitations on liability or indemnification obligations ofIT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, or provisions limiting the recourse against non-parties otherwise applicable toDEMANDS, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunder. The foregoing indemnities will survive the ClosingLIABILITIES, the resignation or removal of the Stockholders’ Representative or the termination of this Agreement.LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES), CAUSES OF ACTION, JUDGMENTS,

Release from Liability; Indemnification. The Stockholders’ Each Executing Selling Shareholder hereby releases the Holder Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except each Executing Selling Shareholder agrees, acting severally and not jointly (conjointement et sans solidarité entre eux), on a pro rata basis (based on their Executing Selling Shareholder’s Interest compared to the extent resulting from its gross negligence or willful misconduct. The Stockholders’ aggregate of all Executing Selling Shareholder’s Interests), to indemnify, defend and hold harmless the Holder Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Stockholders shall indemnify the Stockholders’ Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) all Rep Expenses arising out of or in connection with this Agreement and the acceptance or administration of the Holder Representative’s duties hereunder or any related agreementsaction taken or not taken by it in its capacity as the Holder Representative, in each case as such Representative Loss Rep Expense is suffered or incurred; provided, that in the event that any such Representative Loss Rep Expense is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholders’ Holder Representative, the Stockholders’ Holder Representative will reimburse the Stockholders Executing Selling Shareholders the amount of such indemnified Representative Loss Rep Expense to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Holder Representative Losses by the Executing Selling Shareholders, any such Rep Expenses may be recovered by the Stockholders’ Holder Representative from (i) the funds in the Rep Reimbursement Amount, (ii) the amounts in the Escrow Fund or any other escrow funds or shares that become payable to the Stockholders under this Agreement established hereunder at such time as remaining amounts would otherwise be distributable to the Executing Selling Shareholders, and (iii) from any Earn-Out Payments at such time as any such amounts would otherwise be distributable to the StockholdersExecuting Selling Shareholders; provided, that while this section allows the Stockholders’ Holder Representative may to be paid from the aforementioned sources of fundsRep Reimbursement Amount, the Escrow Fund, any other escrow funds established hereunder, and the Earn-Out Payments, this does not relieve the Stockholders Executing Selling Shareholders from their obligation to promptly pay such Representative Losses Rep Expenses as they are suffered or incurred, nor does it prevent the Holder Representative from seeking any remedies available to it at law or otherwise. Notwithstanding anything in this Agreement In no event will the Holder Representative be required to advance its own funds on behalf of the contrary, any restrictions Executing Selling Shareholders or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunderotherwise. The Execution Executing Selling Shareholders acknowledge and agree that the foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Holder Representative or the termination of this Agreement. The Holder Representative will not incur any liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct. In all questions arising under this Agreement or the Escrow Agreement, the Holder Representative may rely on the advice of counsel, and the Holder Representative will not be liable to the Executing Selling Shareholders for anything done, omitted or suffered by the Holder Representative based on such advice. Any and all decisions, acts, consents or instructions made or given by the Holder Representative in connection with this Agreement or the Escrow Agreement shall constitute a decision of all the Executing Selling Shareholders and shall be final, binding and conclusive upon each and every Executing Selling Shareholders, and the Purchaser shall be entitled to rely upon any such decision, act, consent or instruction of the Holder Representative.

Release from Liability; Indemnification. The Stockholders’ Representative will incur no liability in connection with its services pursuant Each Participating Rights Holder hereby releases the Holder Representatives and each Participating Rights Holder agrees, jointly and severally, on a pro rata basis based on their Participating Rights Holder’s Interest, to this Agreement indemnify, defend and hold harmless the Holder Representatives (including any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Stockholders shall indemnify the Stockholders’ Representative against any reasonablelosses incurred, documentedas such losses are incurred) for, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and the acceptance or administration of the Holder Representatives’ duties hereunder or any related agreementsaction taken or not taken by him, her or it in each case his, her or its capacity as such Representative Loss is agent (including the legal costs and expenses of defending the Holder Representatives against any claim or liability (and all actions, claims, proceedings and investigations in respect thereof) in connection with, caused by or arising out of, directly or indirectly, the performance of the Holder Representatives’ duties hereunder), except for the liability of the Holder Representatives, or any member thereof, to a Participating Rights Holder for loss which such holder will suffer from the willful misconduct of each of the Holder Representatives in carrying out his, her or its duties hereunder. The Holder Representatives will not incur any liability with respect to any action taken or suffered by him, her or incurred; providedit in reliance upon any notice, that in the event that any such Representative Loss is finally adjudicated direction, instruction, consent, statement or other document believed by him, her or it to be genuine and to have been caused signed by the gross negligence proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or willful misconduct of the Stockholders’ Representativeinaction, the Stockholders’ Representative will reimburse the Stockholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or except his own willful misconduct. Representative Losses may be recovered by the Stockholders’ Representative from any funds or shares that become payable to the Stockholders In all questions arising under this Agreement at such time as such amounts would otherwise or the Escrow Agreement, the Holder Representatives may rely on the advice of counsel, and the Holder Representatives will not be distributable liable to the Stockholders; providedParticipating Rights Holders for anything done, that while omitted or suffered by the Stockholders’ Representative may be paid from Holder Representatives based on such advice. Any and all decisions, acts, consents or instructions made or given by the aforementioned sources of funds, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. Notwithstanding anything Holder Representatives in connection with this Agreement or the Escrow Agreement shall constitute a decision of all the Participating Rights Holders and shall be final, binding and conclusive upon each and every Participating Rights Holders, and the Purchaser shall be entitled to the contraryrely upon any such decision, any restrictions act, consent or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal instruction of either of the Stockholders’ Representative Holder Representatives, acting individually or the termination of this Agreementtogether.

Release from Liability; Indemnification. The Stockholders’ Representative will incur no Administrative Agent and its successors and assigns are hereby absolutely absolved from all liability for failure to enforce collection of the proceeds from runs attributable to the Hydrocarbons and from all other responsibility in connection with its services pursuant therewith, except the responsibility to account to Mortgagor for funds actually received by Administrative Agent. Mortgagor agrees to indemnify and hold harmless Administrative Agent, including, for purposes of this Agreement paragraph, Administrative Agent’s directors, officers, partners, employees, and agents and any related agreements except to the extent resulting persons owned or controlled by any affiliate of Administrative Agent, from its gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Stockholders shall indemnify the Stockholders’ Representative and against any reasonableall claims, documenteddemands, liabilities, losses, damages (including, without limitation, consequential, punitive, and special damages), causes of action, judgments, penalties, costs and reasonable out-of-pocket losses, liabilities and expenses (“Representative Losses”including, without limitation, reasonable attorneys’ fees and expenses) arising imposed upon, asserted against, or incurred or paid by Administrative Agent by reason of the assertion that Administrative Agent has received, either before or after payment in full of the Indebtedness, funds from the production of Hydrocarbons. The foregoing indemnities shall not terminate upon the expiration, termination, or cancellation of the Second Amended and Restated Credit Agreement or this Mortgage, but shall survive such expiration, termination, or cancellation, as well as any foreclosure of this Mortgage or any conveyance in lieu of foreclosure, and the repayment of the Indebtedness and the discharge and release of this Mortgage and any other documents evidencing and/or securing the Indebtedness. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS THE INTENTION OF MORTGAGOR AND MORTGAGOR HEREBY AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, PUNITIVE, AND SPECIAL DAMAGES), CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF ANY INDEMNIFIED PARTY. Notwithstanding the foregoing, however, the indemnities set forth in this Section 2.04 shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Stockholders the amount of such pericular indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholders’ Representative from any funds or shares that become payable to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; provided, that while the Stockholders’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreementparty.

Release from Liability; Indemnification. The Stockholders’ Representative will incur no Mortgagee and its successors and assigns are hereby released and absolved from all liability for failure to enforce collection of the Production Proceeds and from all other responsibility in connection therewith, except the responsibility of each to account to Mortgagor for funds actually received by each. Mortgagor agrees to indemnify and hold harmless Mortgagee (for purposes of this paragraph, the term "Mortgagee" shall include the directors, officers, partners, employees and agents of Mortgagee and any persons or entities owned or controlled by or affiliated with Mortgagee) from and against any and all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) imposed upon, asserted against or incurred or paid by Mortgagee by reason of the assertion that Mortgagee received, either before or after payment in full of the secured indebtedness, funds from the production of oil, gas, other hydrocarbons or other minerals claimed by third persons (and/or funds attributable to sales of production which (i) were made at prices in excess of the maximum price permitted by applicable law or (ii) were otherwise made in violation of laws, rules, regulations and/or orders governing such sales), and Mortgagee shall have the right to defend against any such claims or actions, employing attorneys of its services own selection, and if not furnished with indemnity satisfactory to it, Mortgagee shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by Mortgagee in compromise, satisfaction or discharge of any such claim, action or judgment, and all court costs, attorneys' fees and other expenses of every character expended by Mortgagee pursuant to the provisions of this Agreement section shall be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Mortgagee and shall bear interest, from the date expended until paid, at the rate described in Section 2.3 hereof. The foregoing indemnities shall not terminate upon the Release Date or upon the release, foreclosure or other termination of this Mortgage but will survive the Release Date, foreclosure of this Mortgage or conveyance in lieu of foreclosure, and the repayment of the secured indebtedness and the discharge and release of this Mortgage and the other documents evidencing and/or securing the secured indebtedness. WITHOUT LIMITATION, IT IS THE INTENTION OF MORTGAGOR AND MORTGAGOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES), CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND EXPENSES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities shall not apply to any related agreements except particular indemnified party (but shall apply to the other indemnified parties) to the extent resulting from its gross negligence the subject of the indemnification is caused by or willful misconduct. The Stockholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Stockholders shall indemnify the Stockholders’ Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising arises out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Stockholders the amount of such particular indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholders’ Representative from any funds or shares that become payable to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; provided, that while the Stockholders’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreementparty.

Release from Liability; Indemnification. The Stockholders’ Representative will incur no Mortgagee and its successors and assigns are hereby released and absolved from all liability for failure to enforce collection of the Production Proceeds and from all other responsibility in connection therewith, except the responsibility of each to account to Mortgagor for funds actually received by each. Mortgagor agrees to indemnify and hold harmless Mortgagee and its respective affiliates, directors, officers, partners, employees or agents (the “Indemnified Persons”), from and against all claims, demands, liabilities, losses, damages (including consequential damages), causes of action, judgments, penalties, costs and expenses (including reasonable attorneys' fees and expenses) imposed upon, asserted against or incurred or paid by any Indemnified Person by reason of the assertion that any Indemnified Person received, either before or after payment in full of the Secured Obligations, Production Proceeds or other funds claimed by third persons (or funds attributable to sales of Production which (i) were made at prices in excess of the maximum price permitted by applicable law or (ii) were otherwise made in violation of laws, rules, regulations or orders governing such sales), and Mortgagee shall have the right to defend against any such claims or actions, for the benefit of itself or other Indemnified Persons, employing attorneys of its own selection, and if not furnished with its services pursuant indemnity satisfactory to this Agreement Mortgagee, each Indemnified Person shall have the right to compromise and adjust any related agreements except such claims, actions and judgments, and in addition to the extent resulting from its gross negligence rights to be indemnified as herein provided, all amounts paid by any Indemnified Person in compromise, satisfaction or willful misconduct. The Stockholders’ Representative shall not be liable for discharge of any such claim, action or omission judgment, and all court costs, attorneys' fees and other expenses of every character expended by any Indemnified Person pursuant to the advice provisions of counsel. The Stockholders this section shall indemnify be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor and payable to Mortgagee for the Stockholders’ Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct benefit of the Stockholders’ RepresentativeIndemnified Persons and shall be secured hereby and bear interest, the Stockholders’ Representative will reimburse the Stockholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholders’ Representative from any funds or shares that become payable to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; provided, that while the Stockholders’ Representative may be paid from the aforementioned sources of fundsdate expended until paid, this does not relieve at the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunderApplicable Rate. The foregoing indemnities will survive shall not terminate upon the Closingrelease, the resignation foreclosure or removal of the Stockholders’ Representative or the other termination of this AgreementDeed of Trust but will survive such release, foreclosure of this Deed of Trust or conveyance in lieu of foreclosure, or other termination, and the repayment of the Secured Obligations and the discharge and release of this Deed of Trust and the other documents evidencing or securing the Secured Obligations. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF MORTGAGOR, AND MORTGAGOR AGREES, THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY FOR THE BENEFIT OF EACH INDEMNIFIED PERSON WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING CONSEQUENTIAL DAMAGES), CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF ANY INDEMNIFIED PERSON, PROVIDED THAT SUCH RELEASES AND INDEMNITIES SHALL NOT APPLY TO ANY PARTICULAR INDEMNIFIED PERSON (BUT SHALL APPLY TO THE OTHER INDEMNIFIED PERSONS) TO THE EXTENT SUCH CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING CONSEQUENTIAL DAMAGES), CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES ARE CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF SUCH PARTICULAR INDEMNIFIED PERSON.

Release from Liability; Indemnification. Each Participating Rights Holder hereby releases the Stockholder Representative and its officers, directors, employees, agents, stockholders, attorneys and affiliates (collectively, the “Stockholder Rep Affiliates”) from losses, claims, liabilities, damages, deficiencies, costs and expenses, including but not limited to fees and expenses of attorneys, accountants and other professionals, paid, incurred, accrued or sustained by such Participating Rights Holder as a result of any and all actions taken or not taken by the Stockholder Representative in its capacity as such or by any Stockholder Rep Affiliate on behalf of the Stockholder Representative in its capacity as such, including actions taken or not taken that constitute negligence on the part of the Stockholder Representative or the Stockholder Rep Affiliate, but not including actions taken or not taken that constitute fraud, misrepresentation, willful misconduct or gross negligence on the part of the Stockholder Representative or the Stockholder Rep Affiliate. The Stockholders’ Participating Rights Holders, jointly and severally, hereby indemnify and agree to defend and hold harmless the Stockholder Representative will incur no liability in connection with its services pursuant to this Agreement and each of the Stockholder Rep Affiliates from and against any related agreements except and all losses, claims, liabilities, damages, deficiencies, costs and expenses, including but not limited to the extent resulting from reasonable fees and expenses of attorneys, accountants and other professionals, paid, incurred, accrued or sustained as a result of the Stockholder Representative serving as such or as a result of any Stockholder Rep Affiliate acting or not acting on behalf of the Stockholder Representative in its capacity as such, including, but not limited to, in each instance, those paid, incurred, accrued or sustained as a result of negligence on the part of the Stockholder Representative and/or one or more Stockholder Rep Affiliates, but not including those paid, incurred, accrued or sustained as a result of fraud, misrepresentation, willful misconduct or gross negligence on the part of the Stockholder Representative and/or one or more Stockholder Rep Affiliates (collectively, the “Stockholder Rep Claims”). It is expressly agreed and understood that any action taken with the consent or at the direction of a majority in interest of the Participating Rights Holders (excluding interests owned by Stone Investments, Inc., Stone Technologies, Inc., any Stockholder Rep Affiliates or any affiliate of each of the foregoing) or in reliance upon advice of special legal counsel, or independent certified public accountants and/or other advisors shall not constitute fraud, misrepresentation, willful misconductmisconduct or gross negligence. The Stockholders’ Notwithstanding the joint and several nature of the liability under this Section, the Stockholder Representative shall not be liable for entitled to collect from any action Participating Rights Holder more than such Participating Rights Holder’s pro rata portion of the Stockholder Rep Claims from any Participating Rights Holder unless and until any other Participating Rights Holder is insolvent or omission pursuant fails to pay its pro rata share within thirty (30) days after written demand therefor, at which time each other Participating Rights Holder shall pay its pro rata portion of such defaulted portion of the advice of counselStockholder Rep Claims. The Stockholders Such procedure shall indemnify the Stockholders’ Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to be continued until all Stockholder Rep Claims have been caused by the gross negligence or willful misconduct paid. Each Participating Rights Holder shall have a right of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Stockholders the contribution against each other Participating Rights Holder who has not paid its full pro rata amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholders’ Representative from any funds or shares that become payable to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; provided, that while the Stockholders’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this AgreementSection.

Release from Liability; Indemnification. The Stockholders’ Representative will incur no Mortgagee and its successors and assigns are hereby released and absolved from all liability for failure to enforce collection of the Production Proceeds and from all other responsibility in connection with its services pursuant therewith, except the responsibility of each to account to Mortgagor for funds actually received by each. Mortgagor agrees to indemnify and hold harmless Mortgagee (for purposes of this Agreement paragraph, the term "Mortgagee" shall include the directors, officers, partners, employees and agents of Mortgagee and any related agreements except persons or entities owned or controlled by or affiliated with Mortgagee) from and against any and all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) imposed upon, asserted against or incurred or paid by Mortgagee by reason of the assertion that Mortgagee received, either before or after payment in full of the secured indebtedness, funds from the production of oil, gas, other hydrocarbons or other minerals claimed by third persons (and/or funds attributable to sales of production which (i) were made at prices in excess of the maximum price permitted by applicable law or (ii) were otherwise made in violation of laws, rules, regulations and/or orders governing such sales), and Mortgagee shall have the right to defend against any such claims or actions, employing attorneys of its own selection, and if not furnished with indemnity satisfactory to it, Mortgagee shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the extent resulting from its gross negligence rights to be indemnified as herein provided, all amounts paid by Mortgagee in compromise, satisfaction or willful misconduct. The Stockholders’ Representative shall not be liable for discharge of any such claim, action or omission judgment, and all court costs, attorneys' fees and other expenses of every character expended by Mortgagee pursuant to the advice provisions of counsel. The Stockholders this section shall indemnify the Stockholders’ Representative against any reasonablebe a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Mortgagee and shall bear interest, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Stockholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholders’ Representative from any funds or shares that become payable to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; provided, that while the Stockholders’ Representative may be paid from the aforementioned sources of fundsdate expended until paid, this does not relieve at the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. Notwithstanding anything rate described in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunderSection 2.3 hereof. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreement.shall not

Release from Liability; Indemnification. The Stockholders’ Representative will incur no Administrative Agent and its successors and assigns are hereby absolutely absolved from all liability for failure to enforce collection of the proceeds from runs attributable to the Hydrocarbons and from all other responsibility in connection with its services pursuant therewith, except the responsibility to account to Mortgagor for funds actually received by Administrative Agent. Mortgagor agrees to indemnify and hold harmless Administrative Agent, including, for purposes of this Agreement paragraph, Administrative Agent’s directors, officers, partners, employees, and agents and any related agreements except to the extent resulting persons owned or controlled by any affiliate of Administrative Agent, from its gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Stockholders shall indemnify the Stockholders’ Representative and against any reasonableall claims, documenteddemands, liabilities, losses, damages (including, without limitation, consequential, punitive, and special damages), causes of action, judgments, penalties, costs and reasonable out-of-pocket losses, liabilities and expenses (“Representative Losses”including, without limitation, reasonable attorneys’ fees and expenses) arising imposed upon, asserted against, or incurred or paid by Administrative Agent by reason of the assertion that Administrative Agent has received, either before or after payment in full of the Indebtedness, funds from the production of Hydrocarbons. The foregoing indemnities shall not terminate upon the expiration, termination, or cancellation of the Third Amended and Restated Credit Agreement or this Mortgage, but shall survive such expiration, termination, or cancellation, as well as any foreclosure of this Mortgage or any conveyance in lieu of foreclosure, and the repayment of the Indebtedness and the discharge and release of this Mortgage and any other documents evidencing and/or securing the Indebtedness. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS THE INTENTION OF MORTGAGOR AND MORTGAGOR HEREBY AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, PUNITIVE, AND SPECIAL DAMAGES), CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF ANY INDEMNIFIED PARTY. Notwithstanding the foregoing, however, the indemnities set forth in this sub-section shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Stockholders the amount of such particular indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholders’ Representative from any funds or shares that become payable to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; provided, that while the Stockholders’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreementparty.