Common use of Transferors’ Agreement to Indemnify Clause in Contracts

Transferors’ Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing until the end of the applicable Survival Period, Transferor shall indemnify, defend and hold harmless each of the NGL Group Entities and their respective Subsidiaries, directors, officers, employees, Affiliates, controlling persons, members, shareholders, agents, representatives, successors and assigns (collectively, the “NGL Indemnified Parties”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, judgments, demands, awards, fines, Taxes (including interest and penalties thereon), costs and expenses (including, without limitation, reasonable attorneys’ and other professional fees and expenses) (collectively, “Damages”) asserted against, or incurred by, any NGL Indemnified Party as a result of or arising out of or under: (i) a breach of any representation or warranty contained in Article III; provided, however, that with respect to a breach of any such representation or warranty contained in Section 3.13 (other than Section 3.13(d) (last sentence only), (h), (i) or (j)), Transferor’s indemnification obligation shall be limited to those Damages attributable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on the Closing Date; (ii) any Company Unpaid Transaction Costs (excluding any such costs taken into account in the Final Cost Adjustments); (iii) any Indebtedness (excluding any Indebtedness taken into account in the Final Cost Adjustments); (iv) any Indemnified Taxes; (v) whether or not disclosed in this Agreement or on Section 3.9 of the Transferor Disclosure Schedule, any Liability of the Company related to any actual or alleged violation or Liability arising under any Environmental Laws or Environmental Permits, including, without limitation, any Release or threatened Release of Hazardous Materials occurring prior to or continuing on the Closing Date, and any Environmental Conditions arising out of events or circumstances occurring prior to or continuing on the Closing Date; (vi) a breach of Transferor’s or the Company’s covenants and agreements contained in this Agreement; provided, however, that no representation or warranty of any Transferor or the Company set forth in Article III shall be deemed to be a covenant or agreement of such Transferor or the Company, respectively, for purposes of this Article VII; and (vii) [Intentionally Blank] (viii) Required Permitting Changes. THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF ANY OF THE NGL INDEMNIFIED PARTIES. (b) The obligation of Transferor to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) is subject to the following limitations: (i) In no event shall Transferor’s aggregate obligation to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) exceed (x) 80% of the amount set forth next to Transferor’s name on Schedule 7.2(b) hereto plus (y) the aggregate amount, if any, paid to Transferor pursuant to Section 2.3 hereof and each Affiliate Transfer Agreement. (ii) In no event shall the aggregate obligation of Transferor to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a)(i) and Section 7.2(a)(v) of this Agreement and the Affiliate Transfer Agreements exceed, collectively, $5,000,000 (the “Cap”) in the aggregate; provided, in no event shall the Cap be applicable to any breach of a Fundamental Representation or a claim for fraud or intentional misrepresentation; provided, however, that in no event shall the aggregate obligations of Transferor (together with aggregate obligations of the Transferors under the Xxxxx Transfer Agreement) to indemnify the NGL Indemnified Parties with respect to the Aggregate Required Permitting Changes exceed $10,000,000. (iii) Transferor shall not have any obligation or liability under Section 7.2(a)(i) or Section 7.2(a)(v) unless and until the aggregate amount of the Damages suffered by the NGL Indemnified Parties for which the NGL Indemnified Parties are entitled to Indemnification pursuant to Section 7.2(a)(i) and Section 7.2(a)(v) of this Agreement and/or the Affiliate Transfer Agreements exceeds, collectively, $250,000 in the aggregate (the “Transferor Basket”); provided, however, that (A) once the aggregate amount of such Damages suffered exceeds the Transferor Basket, Transferor shall be obligated to indemnify the NGL Indemnified Parties for all such Damages (not only the amounts that exceed the Transferor Basket); (B) for purposes of determining whether a breach has occurred under Article III, such representations and warranties shall be read and interpreted as if the words “Material Adverse Effect,” “in all material respects” and other materiality qualifications were not contained therein; and (C) in no event shall Transferor be liable for any single claim for indemnification (or group of related claims) which is equal to or less than $10,000 (the “Minimum Claim Amount”). Notwithstanding the foregoing, neither the Transferor Basket nor the Minimum Claim Amount shall be applicable to any breach of a Fundamental Representation or a claim for fraud or intentional misrepresentation. (iv) Transferor shall be obligated to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) only for those claims giving rise to Damages of the NGL Indemnified Parties as to which an NGL Indemnified Party has given Representative written notice prior to the end of the applicable Survival Period, if any. Any written notice delivered by an NGL Indemnified Party to Representative with respect to Damages of the NGL Indemnified Parties shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages of the NGL Indemnified Parties and, to the extent reasonably practicable, a reasonable estimate of the amount of Damages incurred (or reasonably likely to be incurred by the NGL Indemnified Party but for the passage of time). (v) [Intentionally Blank] (vi) Transferor shall have no indemnification obligation under Section 7.2(a) with respect to any Damages to the extent that such Damages were included as a liability in the computation of Final Net Working Capital or were taken into account in determining the Final Cost Adjustments, and all such Damages shall be disregarded in determining the applicability of the Transferor Basket. (vii) No Indemnifying Party shall be required to indemnify any Indemnified Party to the extent of any loss that a court of competent jurisdiction shall have determined in a final, nonappealable judgment to have resulted from the gross negligence or intentional misconduct of the Indemnified Party. The Transferor’s indemnification obligations under Article VII are subject to HSE’s general duty of mitigation under applicable Law.

Transferors’ Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing until the end of the applicable Survival Period, each Transferor shall severally (and not jointly) indemnify, defend and hold harmless each of the NGL Group Entities and their respective Subsidiaries, directors, officers, employees, Affiliates, controlling persons, members, shareholders, agents, representatives, successors and assigns (collectively, the “NGL Indemnified Parties”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, judgments, demands, awards, fines, Taxes (including interest and penalties thereon), costs and expenses (including, without limitation, reasonable attorneys’ and other professional fees and expenses) (collectively, “Damages”) asserted against, or incurred by, any NGL Indemnified Party as a result of or arising out of or under: (i) a breach of any representation or warranty contained in Article IIISections 3.1 through 3.23 or of such individual Transferor contained in Section 3.24 or Section 3.25; provided, however, that with respect to a breach of any such representation or warranty contained in Section 3.13 (other than Section 3.13(d) (last 3.13(d)(last sentence only), (h), (i) or (j)), Transferor’s Transferors’ indemnification obligation shall be limited to those Damages attributable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on the Closing Date; (ii) any Company Unpaid Transaction Costs (excluding any such costs taken into account in the Final Cost Adjustments); (iii) any Indebtedness (excluding any Indebtedness taken into account in the Final Cost Adjustments); (iv) any Indemnified Taxes; (v) whether or not disclosed in this Agreement or on Section 3.9 of the Transferor Disclosure Schedule, any Liability of the Company related to any actual or alleged violation or Liability arising under any Environmental Laws or Environmental Permits, including, without limitation, any Release or threatened Release of Hazardous Materials occurring prior to or continuing on the Closing Date, and any Environmental Conditions arising out of events or circumstances occurring prior to or continuing on the Closing Date; (vi) a breach of any such Transferor’s or the Company’s covenants and agreements contained in this Agreement; provided, however, that no representation or warranty of any Transferor or the Company set forth in Article III shall be deemed to be a covenant or agreement of such Transferor or the Company, respectively, for purposes of this Article VII; and (vii) [Intentionally Blank] (viii) the Required Permitting ChangesCapital Expenditures. THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF ANY OF THE NGL INDEMNIFIED PARTIES. (b) The obligation of each Transferor to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) is subject to the following limitations: (i) In no event shall such Transferor’s aggregate obligation to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) exceed (x) 80% of the amount set forth next to such Transferor’s name on Schedule 7.2(b) hereto plus (y) 80% of the aggregate amount, if any, paid to such Transferor pursuant to Section 2.3 hereof and each Affiliate Transfer Agreement. (ii) In no event shall the aggregate obligation of Transferor all Transferors to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a)(i) and Section 7.2(a)(v) of this Agreement and the Affiliate Transfer Agreements exceed, collectively, $5,000,000 (the “Cap”) in the aggregate; provided, in no event shall the Cap be applicable to any breach of a Fundamental Representation or a claim for fraud or intentional misrepresentation; provided, however, that in no event shall the aggregate obligations of Transferor (together with aggregate obligations of the Transferors under the Xxxxx Transfer Agreement) to indemnify the NGL Indemnified Parties with respect to the Aggregate Required Permitting Changes exceed $10,000,000. (iii) No Transferor shall not have any obligation or liability under Section 7.2(a)(i) or Section 7.2(a)(v) unless and until the aggregate amount of the Damages suffered by the NGL Indemnified Parties for which the NGL Indemnified Parties are entitled to Indemnification pursuant to Section 7.2(a)(i) and Section 7.2(a)(v) of this Agreement and/or the Affiliate Transfer Agreements exceeds, collectively, $250,000 in the aggregate (the “Transferor Basket”); provided, however, that (A) once the aggregate amount of such Damages suffered exceeds the Transferor Basket, Transferor Transferors shall be obligated to indemnify the NGL Indemnified Parties for all such Damages (not only the amounts that exceed the Transferor Basket); (B) for purposes of determining whether a breach has occurred under Article III, such representations and warranties shall be read and interpreted as if the words “Material Adverse Effect,” “in all material respects” and other materiality qualifications were not contained therein; and (C) in no event shall Transferor Transferors be liable for any single claim for indemnification (or group of related claims) which is equal to or less than $10,000 (the “Minimum Claim Amount”). Notwithstanding the foregoing, neither the Transferor Basket nor the Minimum Claim Amount shall be applicable to any breach of a Fundamental Representation or a claim for fraud or intentional misrepresentation. (iv) Such Transferor shall be obligated to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) only for those claims giving rise to Damages of the NGL Indemnified Parties as to which an NGL Indemnified Party has given Representative written notice prior to the end of the applicable Survival Period, if any. Any written notice delivered by an NGL Indemnified Party to Representative with respect to Damages of the NGL Indemnified Parties shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages of the NGL Indemnified Parties and, to the extent reasonably practicable, a reasonable estimate of the amount of Damages incurred (or reasonably likely to be incurred by the NGL Indemnified Party but for the passage of time). (v) [Intentionally Blank]No Transferor shall be obligated to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a)(i) with respect to the breach by any other Transferor of any representation or warranty of such other Transferor contained in Section 3.24 or 3.25 or the failure of any such other Transferor to perform any covenant or agreement to be performed by such other Transferor pursuant to this Agreement (each, a “Transferor Specific Indemnity Obligation”). Subject to the additional limitations contained in Section 7.2(b), if Transferors have an obligation to indemnify the NGL Indemnified Parties with respect to a claim for indemnification pursuant to Section 7.2(a) (other than a Transferor Specific Indemnity Obligation), then the liability of each such Transferor for Damages with respect to such claim shall in no event exceed such Transferor’s Pro Rata Portion of the aggregate Damages with respect to such claim under Section 7.2(a). (vi) Transferor Transferors shall have no indemnification obligation under Section 7.2(a) with respect to any Damages to the extent that such Damages were included as a liability in the computation of Final Net Working Capital or were taken into account in determining the Final Cost Adjustments, and all such Damages shall be disregarded in determining the applicability of the Transferor Basket. (vii) No Indemnifying Party shall be required to indemnify any Indemnified Party to the extent of any loss that a court of competent jurisdiction shall have determined in a final, nonappealable judgment to have resulted from the gross negligence or intentional misconduct of the Indemnified Party. The Transferor’s indemnification obligations under Article VII are subject to HSE’s general duty of mitigation under applicable Law.

Transferors’ Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing until the end of the applicable Survival Period, Transferor shall indemnify, defend and hold harmless each of the NGL Group Entities and their respective Subsidiaries, directors, officers, employees, Affiliates, controlling persons, members, shareholders, agents, representatives, successors and assigns (collectively, the “NGL Indemnified Parties”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, judgments, demands, awards, fines, Taxes (including interest and penalties thereon), costs and expenses (including, without limitation, reasonable attorneys’ and other professional fees and expenses) (collectively, “Damages”) asserted against, or incurred by, any NGL Indemnified Party as a result of or arising out of or under: (i) a breach of any representation or warranty contained in Article III; provided, however, that with respect to a breach of any such representation or warranty contained in Section 3.13 (other than Section 3.13(d) (last 3.13(d)(last sentence only), (h), (i) or (j)), Transferor’s indemnification obligation shall be limited to those Damages attributable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on the Closing Date; (ii) any Company Unpaid Transaction Costs (excluding any such costs taken into account in the Final Cost Adjustments); (iii) any Indebtedness (excluding any Indebtedness taken into account in the Final Cost Adjustments); (iv) any Indemnified Taxes; (v) whether or not disclosed in this Agreement or on Section 3.9 of the Transferor Disclosure Schedule, any Liability of the Company related to any actual or alleged violation or Liability arising under any Environmental Laws or Environmental Permits, including, without limitation, any Release or threatened Release of Hazardous Materials occurring prior to or continuing on the Closing Date, and any Environmental Conditions arising out of events or circumstances occurring prior to or continuing on the Closing Date; (vi) a breach of Transferor’s or the Company’s covenants and agreements contained in this Agreement; provided, however, that no representation or warranty of any Transferor or the Company set forth in Article III shall be deemed to be a covenant or agreement of such Transferor or the Company, respectively, for purposes of this Article VII; and (vii) [Intentionally Blank]the Required Capital Expenditures. (viii) Required Permitting Changes. [Intentionally Blank] THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF ANY OF THE NGL INDEMNIFIED PARTIES. (b) The obligation of Transferor to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) is subject to the following limitations: (i) In no event shall Transferor’s aggregate obligation to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) exceed (x) 80% of the amount set forth next to Transferor’s name on Schedule 7.2(b) hereto plus (y) the aggregate amount, if any, paid to Transferor pursuant to Section 2.3 hereof and each Affiliate Transfer Agreement. (ii) In no event shall the aggregate obligation of Transferor to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a)(i) and Section 7.2(a)(v) of this Agreement and the Affiliate Transfer Agreements exceed, collectively, $5,000,000 (the “Cap”) in the aggregate; provided, in no event shall the Cap be applicable to any breach of a Fundamental Representation or a claim for fraud or intentional misrepresentation; provided, however, that in no event shall the aggregate obligations of Transferor (together with aggregate obligations of the Transferors under the Xxxxx Transfer Agreement) to indemnify the NGL Indemnified Parties with respect to the Aggregate Required Permitting Changes exceed $10,000,000. (iii) Transferor shall not have any obligation or liability under Section 7.2(a)(i) or Section 7.2(a)(v) unless and until the aggregate amount of the Damages suffered by the NGL Indemnified Parties for which the NGL Indemnified Parties are entitled to Indemnification pursuant to Section 7.2(a)(i) and Section 7.2(a)(v) of this Agreement and/or the Affiliate Transfer Agreements exceeds, collectively, $250,000 in the aggregate (the “Transferor Basket”); provided, however, that (A) once the aggregate amount of such Damages suffered exceeds the Transferor Basket, Transferor shall be obligated to indemnify the NGL Indemnified Parties for all such Damages (not only the amounts that exceed the Transferor Basket); (B) for purposes of determining whether a breach has occurred under Article III, such representations and warranties shall be read and interpreted as if the words “Material Adverse Effect,” “in all material respects” and other materiality qualifications were not contained therein; and (C) in no event shall Transferor be liable for any single claim for indemnification (or group of related claims) which is equal to or less than $10,000 (the “Minimum Claim Amount”). Notwithstanding the foregoing, neither the Transferor Basket nor the Minimum Claim Amount shall be applicable to any breach of a Fundamental Representation or a claim for fraud or intentional misrepresentation. (iv) Transferor shall be obligated to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) only for those claims giving rise to Damages of the NGL Indemnified Parties as to which an NGL Indemnified Party has given Representative written notice prior to the end of the applicable Survival Period, if any. Any written notice delivered by an NGL Indemnified Party to Representative with respect to Damages of the NGL Indemnified Parties shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages of the NGL Indemnified Parties and, to the extent reasonably practicable, a reasonable estimate of the amount of Damages incurred (or reasonably likely to be incurred by the NGL Indemnified Party but for the passage of time). (v) [Intentionally Blank] (vi) Transferor shall have no indemnification obligation under Section 7.2(a) with respect to any Damages to the extent that such Damages were included as a liability in the computation of Final Net Working Capital or were taken into account in determining the Final Cost Adjustments, and all such Damages shall be disregarded in determining the applicability of the Transferor Basket. (vii) No Indemnifying Party shall be required to indemnify any Indemnified Party to the extent of any loss that a court of competent jurisdiction shall have determined in a final, nonappealable judgment to have resulted from the gross negligence or intentional misconduct of the Indemnified Party. The Transferor’s indemnification obligations under this Article VII are subject to HSE’s general duty of mitigation under applicable Law.

Transferors’ Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing until the end of the applicable Survival Period, each Transferor shall severally (and not jointly) indemnify, defend and hold harmless each of the NGL Group Entities and their respective Subsidiaries, directors, officers, employees, Affiliates, controlling persons, members, shareholders, agents, representatives, successors and assigns (collectively, the “NGL Indemnified Parties”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, judgments, demands, awards, fines, Taxes (including interest and penalties thereon), costs and expenses (including, without limitation, reasonable attorneys’ and other professional fees and expenses) (collectively, “Damages”) asserted against, or incurred by, any NGL Indemnified Party as a result of or arising out of or under: (i) a breach of any representation or warranty contained in Article IIISections 3.1 through 3.23 or of such individual Transferor contained in Section 3.24 or Section 3.25; provided, however, that with respect to a breach of any such representation or warranty contained in Section 3.13 (other than Section 3.13(d) (last 3.13(d)(last sentence only), (h), (i) or (j)), Transferor’s Transferors’ indemnification obligation shall be limited to those Damages attributable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on the Closing Date; (ii) any Company Unpaid Transaction Costs (excluding any such costs taken into account in the Final Cost Adjustments); (iii) any Indebtedness (excluding any Indebtedness taken into account in the Final Cost Adjustments); (iv) any Indemnified Taxes; (v) whether or not disclosed in this Agreement or on Section 3.9 of the Transferor Disclosure Schedule, any Liability of the Company related to any actual or alleged violation or Liability arising under any Environmental Laws or Environmental Permits, including, without limitation, any Release or threatened Release of Hazardous Materials occurring prior to or continuing on the Closing Date, and any Environmental Conditions arising out of events or circumstances occurring prior to or continuing on the Closing Date; (vi) a breach of any such Transferor’s or the Company’s covenants and agreements contained in this Agreement; provided, however, that no representation or warranty of any Transferor or the Company set forth in Article III shall be deemed to be a covenant or agreement of such Transferor or the Company, respectively, for purposes of this Article VII; and; (vii) [Intentionally Blank]any Xxxxx Casing Related Damage; (viii) Required Permitting Changes; and (ix) Required Capital Expenditures. THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF ANY OF THE NGL INDEMNIFIED PARTIES. (b) The obligation of each Transferor to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) is subject to the following limitations: (i) In no event shall such Transferor’s aggregate obligation to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) exceed (x) 80% of the amount set forth next to such Transferor’s name on Schedule 7.2(b) hereto plus (y) 80% of the aggregate amount, if any, paid to such Transferor pursuant to Section 2.3 hereof and each Affiliate Transfer Agreement. (ii) In no event shall the aggregate obligation of Transferor all Transferors to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a)(i) and Section 7.2(a)(v) of this Agreement and the Affiliate Transfer Agreements exceed, collectively, $5,000,000 (the “Cap”) in the aggregate; provided, in no event shall the Cap be applicable to any breach of a Fundamental Representation or a claim for fraud or intentional misrepresentation; provided, however, that in no event shall the aggregate obligations of Transferor Transferors (together with aggregate obligations of the Transferors under the Xxxxx Xxxxxx Transfer Agreement) to indemnify the NGL Indemnified Parties with respect to the Aggregate Required Permitting Changes exceed $10,000,000. Notwithstanding anything in this Agreement to the contrary, in no event shall any claim by an NGL Indemnified Party for indemnification for Damages pursuant to Section 7.2(a)(vii) be satisfied from any source other than the Xxxxx Deposit (as defined in the Escrow Agreement) pursuant to the terms of the Escrow Agreement. (iii) No Transferor shall not have any obligation or liability under Section 7.2(a)(i) or Section 7.2(a)(v) unless and until the aggregate amount of the Damages suffered by the NGL Indemnified Parties for which the NGL Indemnified Parties are entitled to Indemnification pursuant to Section 7.2(a)(i) and Section 7.2(a)(v) of this Agreement and/or the Affiliate Transfer Agreements exceeds, collectively, $250,000 in the aggregate (the “Transferor Basket”); provided, however, that (A) once the aggregate amount of such Damages suffered exceeds the Transferor Basket, Transferor Transferors shall be obligated to indemnify the NGL Indemnified Parties for all such Damages (not only the amounts that exceed the Transferor Basket); (B) for purposes of determining whether a breach has occurred under Article III, such representations and warranties shall be read and interpreted as if the words “Material Adverse Effect,” “in all material respects” and other materiality qualifications were not contained therein; and (C) in no event shall Transferor Transferors be liable for any single claim for indemnification (or group of related claims) which is equal to or less than $10,000 (the “Minimum Claim Amount”). Notwithstanding the foregoing, neither the Transferor Basket nor the Minimum Claim Amount shall be applicable to any breach of a Fundamental Representation or a claim for fraud or intentional misrepresentation. (iv) Such Transferor shall be obligated to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) only for those claims giving rise to Damages of the NGL Indemnified Parties as to which an NGL Indemnified Party has given Representative written notice prior to the end of the applicable Survival Period, if any. Any written notice delivered by an NGL Indemnified Party to Representative with respect to Damages of the NGL Indemnified Parties shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages of the NGL Indemnified Parties and, to the extent reasonably practicable, a reasonable estimate of the amount of Damages incurred (or reasonably likely to be incurred by the NGL Indemnified Party but for the passage of time). (v) [Intentionally Blank]No Transferor shall be obligated to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a)(i) with respect to the breach by any other Transferor of any representation or warranty of such other Transferor contained in Section 3.24 or 3.25 or the failure of any such other Transferor to perform any covenant or agreement to be performed by such other Transferor pursuant to this Agreement (each, a “Transferor Specific Indemnity Obligation”). Subject to the additional limitations contained in Section 7.2(b), if Transferors have an obligation to indemnify the NGL Indemnified Parties with respect to a claim for indemnification pursuant to Section 7.2(a) (other than a Transferor Specific Indemnity Obligation), then the liability of each such Transferor for Damages with respect to such claim shall in no event exceed such Transferor’s Pro Rata Portion of the aggregate Damages with respect to such claim under Section 7.2(a). (vi) Transferor Transferors shall have no indemnification obligation under Section 7.2(a) with respect to any Damages to the extent that such Damages were included as a liability in the computation of Final Net Working Capital or were taken into account in determining the Final Cost Adjustments, and all such Damages shall be disregarded in determining the applicability of the Transferor Basket. (vii) No Indemnifying Party shall be required to indemnify any Indemnified Party to the extent of any loss that a court of competent jurisdiction shall have determined in a final, nonappealable judgment to have resulted from the gross negligence or intentional misconduct of the Indemnified Party. The Transferor’s indemnification obligations under Article VII are subject to HSE’s general duty of mitigation under applicable Law.

Transferors’ Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing until the end of the applicable Survival Period, each Transferor shall jointly and severally indemnify, defend and hold harmless each of the NGL Group Entities and their respective Subsidiaries, directors, officers, employees, Affiliates, controlling persons, members, shareholders, agents, representatives, successors and assigns (collectively, the “NGL Indemnified Parties”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, judgments, demands, awards, fines, Taxes (including interest and penalties thereon), costs and expenses (including, without limitation, reasonable attorneys’ and other professional fees and expenses) (collectively, “Damages”) asserted against, or incurred by, any NGL Indemnified Party as a result of or arising out of or under: (i) a breach of any representation or warranty contained in Article IIISections 3.1 through 3.23 or of any Transferor contained in Section 3.24 or Section 3.25; provided, however, that with respect to a breach of any such representation or warranty contained in Section 3.13 (other than Section 3.13(d) (last 3.13(d)(last sentence only), (h), (i) or (j)), Transferor’s Transferors’ indemnification obligation shall be limited to those Damages attributable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on the Closing Date; (ii) any Company Unpaid Transaction Costs (excluding any such costs taken into account in the Final Cost Adjustments); (iii) any Indebtedness (excluding any Indebtedness taken into account in the Final Cost Adjustments); (iv) any Indemnified Taxes; (v) whether or not disclosed in this Agreement or on Section 3.9 of the Transferor Disclosure Schedule, any Liability of the any Company related to any actual or alleged violation or Liability arising under any Environmental Laws or Environmental Permits, including, without limitation, any Release or threatened Release of Hazardous Materials occurring prior to or continuing on the Closing Date, and any Environmental Conditions arising out of events or circumstances occurring prior to or continuing on the Closing Date;; and (vi) a breach of any such Transferor’s or the any Company’s covenants and agreements contained in this Agreement; , provided, however, that no representation or warranty of any Transferor or the Company set forth in Article III shall be deemed to be a covenant or agreement of such Transferor or the Company, respectively, for purposes of this Article VII; and (vii) [Intentionally Blank] (viii) Required Permitting Changes. THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF ANY OF THE NGL INDEMNIFIED PARTIES. (b) The obligation of each Transferor to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) is subject to the following limitations: (i) In no event shall such Transferor’s aggregate obligation to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) exceed (x) 80% of the amount set forth next to such Transferor’s name on Schedule 7.2(b) hereto plus (y) 80% of the aggregate amount, if any, paid to such Transferor pursuant to Section 2.3 hereof and each Affiliate Transfer Agreement. (ii) In no event shall the aggregate obligation of Transferor all Transferors to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a)(i) and Section 7.2(a)(v) of this Agreement and the Affiliate Transfer Agreements exceed, collectively, $5,000,000 (the “Cap”) in the aggregate; provided, in no event shall the Cap be applicable to any breach of a Fundamental Representation or a claim for fraud or intentional misrepresentation; provided, however, that in no event shall the aggregate obligations of Transferor (together with aggregate obligations of the Transferors under the Xxxxx Transfer Agreement) to indemnify the NGL Indemnified Parties with respect to the Aggregate Required Permitting Changes exceed $10,000,000. (iii) No Transferor shall not have any obligation or liability under Section 7.2(a)(i) or Section 7.2(a)(v) unless and until the aggregate amount of the Damages suffered by the NGL Indemnified Parties for which the NGL Indemnified Parties are entitled to Indemnification pursuant to Section 7.2(a)(i) and Section 7.2(a)(v) of this Agreement and/or the Affiliate Transfer Agreements exceeds, collectively, $250,000 in the aggregate (the “Transferor Basket”); provided, however, that (A) once the aggregate amount of such Damages suffered exceeds the Transferor Basket, Transferor Transferors shall be obligated to indemnify the NGL Indemnified Parties for all such Damages (not only the amounts that exceed the Transferor Basket); (B) for purposes of determining whether a breach has occurred under Article III, such representations and warranties shall be read and interpreted as if the words “Material Adverse Effect,” “in all material respects” and other materiality qualifications were not contained therein; and (C) in no event shall Transferor Transferors be liable for any single claim for indemnification (or group of related claims) which is equal to or less than $10,000 (the “Minimum Claim Amount”). Notwithstanding the foregoing, neither the Transferor Basket nor the Minimum Claim Amount shall be applicable to any breach of a Fundamental Representation or a claim for fraud or intentional misrepresentation. (iv) Such Transferor shall be obligated to indemnify the NGL Indemnified Parties pursuant to Section 7.2(a) only for those claims giving rise to Damages of the NGL Indemnified Parties as to which an NGL Indemnified Party has given Representative written notice prior to the end of the applicable Survival Period, if any. Any written notice delivered by an NGL Indemnified Party to Representative with respect to Damages of the NGL Indemnified Parties shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages of the NGL Indemnified Parties and, to the extent reasonably practicable, a reasonable estimate of the amount of Damages incurred (or reasonably likely to be incurred by the NGL Indemnified Party but for the passage of time). (v) [Intentionally Blank]. (vi) Transferor Transferors shall have no indemnification obligation under Section 7.2(a) with respect to any Damages to the extent that such Damages were included as a liability in the computation of Final Net Working Capital or were taken into account in determining the Final Cost Adjustments, and all such Damages shall be disregarded in determining the applicability of the Transferor Basket. (vii) No Indemnifying Party shall be required to indemnify any Indemnified Party to the extent of any loss that a court of competent jurisdiction shall have determined in a final, nonappealable judgment to have resulted from the gross negligence or intentional misconduct of the Indemnified Party. The Transferor’s indemnification obligations under Article VII are subject to HSE’s the general duty of mitigation of HSE and HST under applicable Law.