Common use of Certain Indemnification Matters Clause in Contracts

Certain Indemnification Matters. (a) Purchaser agrees that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, it shall maintain in full force and effect and shall not cause any amendment, modification, waiver or termination to the Organizational Documents of the Crestwood Entities or Purchaser as such documents exist on the date of this Agreement, the effect of which would be to affect adversely the indemnification or similar rights of any person serving as a member of the board of managers or officer of any of the Crestwood Entities or Purchaser as of the date of this Agreement; provided, however, that the foregoing restriction shall not apply to any such amendment, modification, waiver, or termination to the extent required to cause such provisions (or any portion thereof) to comply with applicable Law. (b) Purchaser agrees that, during the period that commences upon the consummation of the sale, assignment, conveyance, transfer, and delivery to Purchaser of the CEQP GP Investment Step 2 Interests and ends on the sixth (6th) anniversary of the Closing Date, with respect to each individual who served as a director or manager of a Crestwood Entity at any time prior to the Closing Date (the “Covered Directors”), Purchaser shall cause CEQP GP or the applicable subsidiary of Purchaser (i) to continue in effect the current director and officer liability or similar insurance policy or policies that any Crestwood Entity has as of the date of this Agreement, or (ii) upon the termination or cancellation of any such policy or policies, (x) to provide director and officer liability or similar insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies or (y) to provide a “tail” or runoff policy (covering all claims, whether ▇▇▇▇▇▇ or inchoate, made during such six (6) year period), in each case so that each Covered Director has coverage thereunder for acts, events, occurrences, or omissions occurring or arising at or prior to the Closing to the same extent (including policy limits, exclusions, and scope) as such Covered Director has coverage for such acts, events, occurrences, or omissions under the director and officer insurance or similar policy maintained by any of the Crestwood Entities as of the date of this Agreement. (c) Purchaser hereby acknowledges that certain Covered Directors may have rights to indemnification, advancement of expenses, and/or insurance provided by persons other than the Crestwood Entities (collectively, the “Indemnitors”). With respect to claims, liabilities, and expenses for which any of the Crestwood Entities may be obligated to indemnify, advance expenses to, or insure any of the Covered Directors: (i) (A) the applicable Crestwood Entity is the indemnitor of first resort (i.e., its obligations to the Covered Directors are primary and any obligation of the Indemnitors are secondary), and (B) the Crestwood Entities or Purchaser shall be required to (and Purchaser shall cause the Crestwood Entities to) advance the full amount of expenses incurred by any Covered Director and shall be liable for the full amount of all expenses, judgments, penalties, fines, and amounts paid in settlement to the extent (x) legally permitted and (y) required by the terms of this Agreement or the Organizational Documents of the applicable Crestwood Entity, without regard to any rights the Covered Director may have against the Indemnitors; (ii) Purchaser and the Crestwood Entities irrevocably waive, relinquish, and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation, or any other recovery of any kind in respect thereof; (iii) no advancement or payment by an Indemnitor on behalf of a Covered Director with respect to any claim for which a Covered Director has sought indemnification from a Crestwood Entity or Purchaser shall affect the foregoing, and the applicable Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Covered Director against the Crestwood Entities or Purchaser; and (iv) the Indemnitors are express third-party beneficiaries of the terms of this Section 5.3(c). (d) In the event that any of the Crestwood Entities or Purchaser or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger, or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets or its respective successors and assigns, as the case may be, assume the obligations set forth in this Section 5.3. (e) The obligations of Purchaser under this Section 5.3 shall not be terminated or modified in such a manner as to adversely affect any Covered Director to whom this Section 5.3 applies without the consent of the affected Covered Director. The provisions of this Section 5.3 are intended to be for the benefit of, and shall be enforceable by, each of the Covered Directors and such Covered Director’s heirs and personal representatives.

Certain Indemnification Matters. (a) Purchaser To the extent permitted by applicable Law, and to the extent not otherwise indemnified and paid pursuant to the Organizational Documents of Summit Investments and/or available insurance, the Acquiror will indemnify the ECP Entities and their Affiliates (the “Indemnitees”) against any and all losses, liabilities and reasonable expenses (including any civil and/or criminal penalties or judgments, prejudgment interest, and reasonable attorneys’ fees) arising from any and all Proceedings (including criminal, civil, and/or regulatory proceedings) in which such Indemnitee may be involved, as a party or otherwise, relating to the ▇▇▇▇▇▇ Matter, whether any such loss, liability or expense is paid or incurred before or after the Closing Date; provided, however, that, notwithstanding the foregoing, no Indemnitee will be indemnified for any losses, liabilities or expenses arising out of the fraud or intentional misconduct of such Indemnitee, or for the knowing or reckless breach by such Indemnitee of its obligations under the Organizational Documents of Summit Investments. Based on the information actually known (without inquiry) to the individuals listed on Schedule 5.3(a), as of the execution date of this Agreement, the Acquiror is not aware of any basis to not provide indemnification to the Indemnitees pursuant to this Section 5.3(a). (b) The Acquiror agrees that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, it shall maintain in full force and effect and shall not cause any amendment, modification, waiver or termination to the Organizational Documents of Summit Investments, the Crestwood Entities General Partner or Purchaser the Acquiror existing as such documents exist on of the date of this Agreement, the effect of which would be to affect adversely the indemnification or similar rights of any person serving as a member of the board of managers or officer of any of Summit Investments, the Crestwood Entities General Partner or Purchaser the Acquiror as of the date of this Agreement; provided, however, that the foregoing restriction shall not apply to any such amendment, modification, waiver, waiver or termination to the extent required to cause such provisions (or any portion thereof) to comply with applicable Law. (bc) Purchaser The Acquiror covenants and agrees that, during the period that commences upon on the consummation of the sale, assignment, conveyance, transfer, and delivery to Purchaser of the CEQP GP Investment Step 2 Interests Closing Date and ends on the sixth (6th) anniversary of the Closing Date, with respect to each individual who served as a director or manager of a Crestwood Entity Summit Investments or the General Partner at any time prior to the Closing Date (the “Covered Directors”), Purchaser the Acquiror shall cause CEQP GP the General Partner or the applicable subsidiary of Purchaser the Acquiror (iA) to continue in effect the current director and officer liability or similar insurance policy or policies that any Crestwood Entity Summit Investments or the General Partner, as the case may be, has as of the date of this Agreement, or (iiB) upon the termination or cancellation of any such policy or policies, (x) to provide director and officer liability or similar insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies or (y) to provide a “‘tail” ’ or runoff policy (covering all claims, whether ▇▇▇▇▇▇ or inchoate, made during such six (6) year period), in each case so that each Covered Director has coverage thereunder for acts, events, occurrences, occurrences or omissions occurring or arising at or prior to the Closing to the same extent (including policy limits, exclusions, exclusions and scope) as such Covered Director has coverage for such acts, events, occurrences, occurrences or omissions under the director and officer insurance or similar policy maintained by any of Summit Investments or the Crestwood Entities General Partner, as the case may be, as of the date of this Agreement. (c) Purchaser hereby acknowledges that certain Covered Directors may have rights to indemnification, advancement of expenses, and/or insurance provided by persons other than the Crestwood Entities (collectively, the “Indemnitors”). With respect to claims, liabilities, and expenses for which any of the Crestwood Entities may be obligated to indemnify, advance expenses to, or insure any of the Covered Directors: (i) (A) the applicable Crestwood Entity is the indemnitor of first resort (i.e., its obligations to the Covered Directors are primary and any obligation of the Indemnitors are secondary), and (B) the Crestwood Entities or Purchaser shall be required to (and Purchaser shall cause the Crestwood Entities to) advance the full amount of expenses incurred by any Covered Director and shall be liable for the full amount of all expenses, judgments, penalties, fines, and amounts paid in settlement to the extent (x) legally permitted and (y) required by the terms of this Agreement or the Organizational Documents of the applicable Crestwood Entity, without regard to any rights the Covered Director may have against the Indemnitors; (ii) Purchaser and the Crestwood Entities irrevocably waive, relinquish, and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation, or any other recovery of any kind in respect thereof; (iii) no advancement or payment by an Indemnitor on behalf of a Covered Director with respect to any claim for which a Covered Director has sought indemnification from a Crestwood Entity or Purchaser shall affect the foregoing, and the applicable Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Covered Director against the Crestwood Entities or Purchaser; and (iv) the Indemnitors are express third-party beneficiaries of the terms of this Section 5.3(c). (d) In the event that any of Summit Investments, the Crestwood Entities General Partner or Purchaser the Acquiror or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger, merger or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets or its respective successors and assigns, as the case may be, assume the obligations set forth in this Section 5.3. (e) The obligations of Purchaser under this Section 5.3 shall not be terminated or modified in such a manner as to adversely affect any Covered Director to whom this Section 5.3 applies without the consent of the affected Covered Director. The provisions of this Section 5.3 are intended to be for the benefit of, and shall be enforceable by, each of the Covered Directors and such Covered Director’s heirs and personal representatives.

Certain Indemnification Matters. (a) Purchaser Contributee agrees that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, it shall maintain maintain, or cause the Company to maintain, in full force and effect and shall not cause any amendment, modification, waiver or termination to the Organizational Documents of the Crestwood Entities Company Group or Purchaser Contributee as such documents exist on the date of this Agreement, the effect of which would be to affect adversely the indemnification or similar rights of any person serving as a member of the board of managers or officer of any member of the Crestwood Entities Company Group or Purchaser Contributee as of the date of this Agreement; provided, however, that the foregoing restriction shall not apply to any such amendment, modification, waiver, or termination to the extent required to cause such provisions (or any portion thereof) to comply with applicable Law. (b) Purchaser Contributee agrees that, during the period that commences upon the consummation of the sale, assignment, conveyance, transfer, and delivery to Purchaser of the CEQP GP Investment Step 2 Interests transactions contemplated by this Agreement and ends on the sixth (6th) anniversary of the Closing Date, with respect to each individual who served as a director or manager of a Crestwood Entity member of the Company Group at any time prior to the Closing Date (the “Covered Directors”), Purchaser Contributee shall cause CEQP GP the Company or the applicable subsidiary member of Purchaser the Company Group (i) to continue in effect the current director and officer liability or similar insurance policy or policies that any Crestwood Entity such member of the Company Group has as of the date of this Agreement, or (ii) upon the termination or cancellation of any such policy or policies, (x) to provide director and officer liability or similar insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies or (y) to provide a “tail” or runoff policy (covering all claims, whether ▇▇▇▇▇▇ or inchoate, made during such six (6) year period)) (the costs of which shall not exceed 300% of the annual aggregate premium for the current such coverage maintained by the Company Group as of the date of this Agreement, in each case so that each Covered Director has coverage thereunder for acts, events, occurrences, or omissions occurring or arising at or prior to the Closing to the same extent (including policy limits, exclusions, and scope); provided, that if the cost for such tail policy exceeds such amount, Contributee shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount) as such Covered Director has coverage for such acts, events, occurrences, or omissions under the director and officer insurance or similar policy maintained by any of member of the Crestwood Entities Company Group as of the date of this Agreement. (c) Purchaser Contributee hereby acknowledges that certain Covered Directors may have rights to indemnification, advancement of expenses, and/or insurance provided by persons other than the Crestwood Entities Company Group (collectively, the “Indemnitors”). With respect to claims, liabilities, and expenses for which any member of the Crestwood Entities Company Group may be obligated to indemnify, advance expenses to, or insure any of the Covered Directors: (i) (A) the applicable Crestwood Entity member of the Company Group is the indemnitor of first resort (i.e., its obligations to the Covered Directors are primary and any obligation of the Indemnitors are secondary), and (B) the Crestwood Entities applicable member of the Company Group or Purchaser Contributee shall be required to (and Purchaser Contributee shall cause the Crestwood Entities members of the Company Group to) advance the full amount of expenses incurred by any Covered Director and shall be liable for the full amount of all expenses, judgments, penalties, fines, and amounts paid in settlement to the extent (x) legally permitted and (y) required by the terms of this Agreement or the Organizational Documents of the applicable Crestwood Entitymember of the Company Group, without regard to any rights the Covered Director may have against the Indemnitors; (ii) Purchaser Contributee and the Crestwood Entities Company Group irrevocably waive, relinquish, and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation, or any other recovery of any kind in respect thereof; (iii) no advancement or payment by an Indemnitor on behalf of a Covered Director with respect to any claim for which a Covered Director has sought indemnification from a Crestwood Entity member of the Company Group or Purchaser Contributee shall affect the foregoing, and the applicable Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Covered Director against the Crestwood Entities Company Group or PurchaserContributee; and (iv) the Indemnitors are express third-party beneficiaries of the terms of this Section 5.3(c6.4(c). (d) In the event that any member of the Crestwood Entities Company Group or Purchaser Contributee or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger, or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets or its respective successors and assigns, as the case may be, assume the obligations set forth in this Section 5.36.4. (e) The obligations of Purchaser Contributee under this Section 5.3 6.4 shall not be terminated or modified in such a manner as to adversely affect any Covered Director to whom this Section 5.3 6.4 applies without the consent of the affected Covered Director. The provisions of this Section 5.3 6.4 are intended to be for the benefit of, and shall be enforceable by, each of the Covered Directors and such Covered Director’s heirs and personal representativesRepresentatives.