Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. The Purchaser shall indemnify and hold harmless the Company, each of its directors, and each Person, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified Parties”), against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. For purposes of clarity, the Purchaser will not be liable to any Company Indemnified Party to the extent that any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Party to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party herein.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify Triangle and its Representatives (collectively, “Triangle Related Parties”) from, and hold harmless the Company, each of its directorsthem harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each Personof them for all reasonable costs, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified Parties”), against any losses, claimsliabilities, damages, liabilities damages or expenses to which the Company, each of its directors any kind or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise nature whatsoever (including in settlement the reasonable fees and disbursements of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or counsel and all other reasonable expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third Party Claim, damageas a result of, liabilityarising out of, expense or action. For purposes of clarity, the Purchaser will not be liable in any way related to any Company Indemnified Party to the extent that any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Party any of the representations or warranties made by the Purchaser contained herein to comply with be true and correct in all material respects as of the covenants and agreements contained in this Agreement, date hereof or as of the Closing or (ii) the inaccuracy breach of any representations of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made by prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Indemnified Triangle Related Party hereinshall have given notice to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of the Purchaser shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify and hold harmless the Company, each of its directors, and each Person, if any, who controls or is under common control with the Company within the meaning of the Securities Act and its Representatives (collectively, the “Company Indemnified Related Parties”)) from, against any costs, losses, claimsliabilities, damages, liabilities or expenses to which the Companyof any kind or nature whatsoever, and hold each of its directors them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of its controlling Persons may become subjectthem for all costs, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claimsliabilities, damages, liabilities or expenses of any kind or nature whatsoever (or actions in respect thereof as contemplated below) arise out including the reasonable fees and disbursements of or are based in whole or in part on any inaccuracy in the representations counsel and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and all other expense reasonably incurred, as such reasonable expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third-Party Claim, damageas a result of, liabilityarising out of, expense or action. For in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made or (b) the breach of any of the covenants of the Purchaser contained herein, provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; provided, however, that for purposes of claritydetermining when an indemnification claim has been made, the date upon which a Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser will shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, however, that such limitation shall not be liable to prevent any Company Indemnified Related Party from recovering under this Section 5.02 for any such damages to the extent that such damages are direct damages in the form of diminution in value or payable to a third party in connection with any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Third-Party to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party hereinClaims.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify the Partnership, the General Partner, NuStar GP and hold harmless the Companytheir respective Representatives (collectively, each of its directors, and each Person, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified Partnership Related Parties”)) from, against any all costs, losses, claimsliabilities, damages, liabilities or expenses to which the Companyof any kind or nature whatsoever, and hold each of its directors them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of its controlling Persons may become subjectthem for all costs, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claimsliabilities, damages, liabilities or expenses of any kind or nature whatsoever (or actions in respect thereof as contemplated below) arise out including the reasonable fees and disbursements of or are based in whole or in part on any inaccuracy in the representations counsel and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and all other expense reasonably incurred, as such reasonable expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third-Party Claim, damageas a result of, liabilityarising out of, expense or action. For in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made (except to the extent any representation or warranty includes the word “material,” Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct in all respects) or (b) the breach of any of the covenants or obligations of any the Purchaser contained herein (including failure to deliver payment pursuant to the Funding Amount); provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; and provided, further, that for purposes of claritydetermining when an indemnification claim has been made, the date upon which a Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser will shall constitute the date upon which such claim has been made; and provided, further, that the liability of any Purchaser shall not be liable greater in amount than the Funding Amount plus any distributions paid to the Purchaser with respect to the Purchased Common Units. No Partnership Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any Company Indemnified Partnership Related Party from recovering under this Section 6.02 for any such damages to the extent that such damages are payable to a third party in connection with any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Third-Party to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party hereinClaims.

Indemnification by the Purchaser. (1) The Purchaser shall indemnify hereby indemnifies the Seller against and agrees to hold it harmless from any and all damages, loss, liability, expense (including, without limitation, reasonable out-of-pocket expenses of investigation and reasonable attorneys fees and expenses in connection with any action, suit or proceeding brought against or involving the CompanySeller) and cost incurred or suffered by the Seller (collectively, each "Indemnified Amounts") arising out of its directors(i) any misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Purchaser pursuant to this Agreement or (ii) any and each Person, if any, who controls or is under common control with the Company within the meaning all exercise of the Securities Act (the “Company Indemnified Parties”), against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Rights by Purchaser) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations . The agreements and warranties indemnities of the Purchaser contained herein shall be cumulative, except that the Seller shall not recover more than once for the same Indemnified Amount. (2) The Seller agrees to give notice to the Purchaser promptly after learning of the assertion of any claim, or the commencement of any suit, action or proceeding, in this Agreement or any respect of which indemnity may be sought hereunder; provided, however, that the failure of the Purchaser Seller to perform give such notice shall not constitute a waiver of its obligations rights hereunder , and will reimburse in respect of the applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising or paying any such loss, claim, damagesuit, liability, expense action or actionproceeding with respect to which such notice was required to have been given hereunder. For purposes of clarity, the (3) The Purchaser will shall not be liable under this Section 6.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought. (4) The amount required to any Company Indemnified Party be paid to the extent Seller by the Purchaser for any Indemnified Amounts hereunder shall be paid not later than thirty (30) days after receipt by the Purchaser of written notice from the Seller, stating that any loss, claim, damage, liability or expense arises out such Indemnified Amounts have been incurred and the amount thereof and of or is based upon (i) the failure of a Company Indemnified Party to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party hereinrelated indemnity payment.

Indemnification by the Purchaser. The In accordance with the terms and subject to the conditions of this Article VIII, from and after the Closing, the Purchaser shall indemnify and hold harmless the CompanyCompany and SFS and their respective Representatives, each of its directors, from and each Person, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified Parties”), against any lossesand all demands, claims, damagesactions, liabilities or expenses to which the Company45 causes of action, each of its directors or each of its controlling Persons may become subjectproceedings, under the Securities Actassessments, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) which are asserted against, imposed upon or actions in respect thereof incurred by any such Person as contemplated below) arise out a result of or are based in whole connection with the breach or in part on any inaccuracy in the representations and warranties of alleged breach by the Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement or any failure (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which indemnification is provided pursuant to this Section 8.02 being hereinafter collectively referred to as the "Company Claims"); provided, however, that (A) the maximum liability of the Purchaser pursuant to this Section 8.02 in respect of such Company Claims shall be an amount equal to the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to perform its obligations hereunder , and will reimburse provide indemnification pursuant to this Section 8.02 in respect of any Company Claims shall terminate as of the applicable Company Indemnified Parties for any legal and other expense reasonably incurredsurvival period set forth in Section 8.03, as such expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. For purposes of clarity, unless the Person entitled to indemnification shall have given notice to the Purchaser will not be liable prior to any such date identifying such Company Indemnified Party Claims with reasonable particularity and asserting that it is entitled to indemnification by the extent that any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Purchaser against such Company Indemnified Party Claims pursuant to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party hereinSection 8.02.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify EEP, its Affiliates and their officers, directors, members, managers, employees and agents (collectively, “EEP Related Parties”) from, and hold harmless the Company, each of its directorsthem harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each Personof them for all reasonable costs, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified Parties”), against any losses, claimsliabilities, damages, liabilities damages or expenses to which the Company, each of its directors any kind or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise nature whatsoever (including in settlement the reasonable fees and disbursements of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or counsel and all other reasonable expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third Party Claim, damageas a result of, liabilityarising out of, expense or action. For purposes of clarity, the Purchaser will not be liable in any way related to any Company Indemnified Party to the extent that any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Party any of the representations or warranties made by the Purchaser contained herein to comply with be true and correct in all material respects as of the covenants and agreements contained in this Agreement, date hereof or (ii) the inaccuracy breach of any representations of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made by prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Indemnified EEP Related Party hereinshall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of the Purchaser (and its Affiliates, if the Purchaser transfers a portion or all of the Purchased Units to an Affiliate) shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify each Seller, its Affiliates and hold harmless the Companytheir respective Representatives (collectively, each of its directors, and each Person, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified PartiesSeller Indemnitees”)) from, against any all costs, losses, claimsliabilities, damages, liabilities or expenses to which the Companyof any kind or nature whatsoever, and hold each of its directors them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of its controlling Persons may become subjectthem for all costs, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claimsliabilities, damages, liabilities or expenses of any kind or nature whatsoever (or actions in respect thereof as contemplated below) arise out including the reasonable fees and disbursements of or are based in whole or in part on any inaccuracy in the representations counsel and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and all other expense reasonably incurred, as such reasonable expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a third-party Claim, damageas a result of, liabilityarising out of, expense or action. For in any way related to the breach of any of the representations, warranties or covenants of the Purchaser contained herein; provided that such Claim for indemnification relating to a breach of any representation or warranty is made prior to the third anniversary of the Closing Date; provided, further, that for purposes of claritydetermining when a Claim for indemnification has been made, the date upon which a Seller Indemnitee shall have given notice (stating in reasonable detail the basis of the Claim for indemnification) to the Purchaser will shall constitute the date upon which such Claim has been made; provided, further, that the aggregate liability of the Purchaser shall not be liable greater in amount than the aggregate Purchase Price paid to the Sellers. No Seller Indemnitee shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 4.2; provided, however, that such limitation shall not prevent any Company Indemnified Party Seller Indemnitee from recovering under this Section 4.2 for any such damages to the extent that such damages are in the form of diminution in value or are payable to a third party in connection with any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Party to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party hereinthird-party Claims.

Indemnification by the Purchaser. The Purchaser shall Purchasers agree to indemnify the Partnership, its Affiliates and each of their respective Representatives (collectively, “Partnership Related Parties”) from Losses and hold harmless the Company, each of its directorsthem harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and each Personcauses of action, if anyand, who controls in connection therewith, promptly upon demand, pay or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified Parties”), against any losses, claims, damages, liabilities or expenses to which the Company, reimburse each of its directors or each of its controlling Persons may become subjectthem for any and all Losses (including, under the Securities Actwithout limitation, the Exchange Act, or any reasonable fees and disbursements of counsel and all other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or reasonable expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third-Party Claim, damageas a result of, liabilityarising out of, expense or action. For in any way related to (a) the failure of any of the representations or warranties made by any Purchaser contained herein to be true and correct in all material respects (other than those representations and warranties that are qualified by materiality, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date or (b) the breach of any of the covenants of the Purchasers contained herein; provided, however, that: (i) in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of the representation or warranty; (ii) for purposes of claritydetermining when an indemnification claim has been made, the date upon which a Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser will Representative shall constitute the date upon which such claim has been made; and (iii) the aggregate liability of each Purchaser to the Partnership Related Parties pursuant to this Section 6.02 shall not exceed its Funding Obligation. No Partnership Related Party shall be liable entitled to recover (i) special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any Company Indemnified Partnership Related Party from recovering under this Section 6.02 for any such damages to the extent that such damages are payable to a third party in connection with any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Third-Party to comply with the covenants and agreements contained in this AgreementClaims, or (ii) twice with respect to the inaccuracy of any representations made by a Company Indemnified Party hereinsame Loss.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify and hold harmless the Company, each of its directors, and each Person, if any, who controls or is under common control with the Company within the meaning of the Securities Act and its Representatives (the collectively, “Company Indemnified Related Parties”)) from costs, against any losses, claimsliabilities, damages, liabilities or expenses to which the Companyof any kind or nature whatsoever, and hold each of its directors them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of its controlling Persons may become subjectthem for all costs, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claimsliabilities, damages, liabilities or expenses of any kind or nature whatsoever (or actions in respect thereof as contemplated below) arise out including the reasonable fees and disbursements of or are based in whole or in part on any inaccuracy in the representations counsel and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and all other expense reasonably incurred, as such reasonable expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third-Party Claim, damageas a result of, liabilityarising out of, expense or action. For purposes of clarity, the Purchaser will not be liable in any way related to any Company Indemnified Party to the extent that any loss, claim, damage, liability or expense arises out of or is based upon (ia) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof and as of the Closing or (b) the breach of any of the covenants of the Purchaser contained herein; provided that, in the case of the immediately preceding clause (a), such claim for indemnification is made prior to the expiration of the survival period of such representation or warranty, in which case the indemnification obligations of the Purchaser with respect to such claim shall survive indefinitely; provided, further, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Indemnified Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to comply the Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of the Purchaser shall not be greater in amount than the sum of the Purchaser’s Funding Obligation plus any distributions paid to the Purchaser with respect to the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party hereinPurchased Shares.

Indemnification by the Purchaser. The Subject to the limitations set forth in this Agreement, the Purchaser shall agrees to indemnify the Partnership, the General Partner and their respective Representatives (collectively, “Partnership Related Parties”) from, and hold harmless the Company, each of its directorsthem harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each Personof them for all reasonable costs, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified Parties”), against any losses, claimsliabilities, damages, liabilities or expenses to which the Companyof any kind or nature whatsoever, each of its directors or each of its controlling Persons may become subjectincluding, under the Securities Actwithout limitation, the Exchange Act, or any reasonable fees and disbursements of counsel and all other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or reasonable expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them, whether or not involving a third party claim, damageas a result of, liabilityarising out of, expense or action. For in any way related to the breach of any of the representations, warranties or covenants of the Purchaser contained herein; provided, that such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty (it being understood that for purposes of claritydetermining when an indemnification claim has been made, the Purchaser will not be liable to any Company Indemnified date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the extent Purchaser shall constitute the date upon which such claim has been made); and provided, further, that any lossno Partnership Related Party shall be entitled to recover special, claimindirect, damageexemplary, liability incidental, speculative or expense arises out of or is based upon (i) the failure of a Company Indemnified Party to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party hereinpunitive damages.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify the Seller, its Affiliates and hold harmless the Companytheir respective Representatives (collectively, each of its directors, and each Person, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified PartiesSeller Indemnitees”)) from, against any all costs, losses, claimsliabilities, damages, liabilities or expenses to which the Companyof any kind or nature whatsoever, and hold each of its directors them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of its controlling Persons may become subjectthem for all costs, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claimsliabilities, damages, liabilities or expenses of any kind or nature whatsoever (or actions in respect thereof as contemplated below) arise out including the reasonable fees and disbursements of or are based in whole or in part on any inaccuracy in the representations counsel and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and all other expense reasonably incurred, as such reasonable expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a third-party Claim, damageas a result of, liabilityarising out of, expense or action. For in any way related to the breach of any of the representations, warranties or covenants of the Purchaser contained herein; provided that such Claim for indemnification relating to a breach of any representation or warranty is made prior to the third anniversary of the Closing Date; provided, further, that for purposes of claritydetermining when a Claim for indemnification has been made, the date upon which a Seller Indemnitee shall have given notice (stating in reasonable detail the basis of the Claim for indemnification) to the Purchaser will shall constitute the date upon which such Claim has been made; provided, further, that the aggregate liability of the Purchaser shall not be liable greater in amount than the aggregate Purchase Price paid to the Seller. No Seller Indemnitee shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 4.2; provided, however, that such limitation shall not prevent any Company Indemnified Party Seller Indemnitee from recovering under this Section 4.2 for any such damages to the extent that such damages are in the form of diminution in value or are payable to a third party in connection with any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Party to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party hereinthird-party Claims.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify and hold the Sellers harmless the Company, each of its directors, and each Person, if any, who controls or is under common control with the Company within the meaning in respect of the Securities Act (aggregate of all indemnifiable damages of the “Company Indemnified Parties”)Sellers. For this purpose, against any "indemnifiable damages" of the Sellers means the aggregate of all expenses, losses, claimscosts, damagesdeficiencies, liabilities and damages (including reasonable related counsel and engineering fees and expenses) incurred or expenses suffered by the Sellers (i) resulting from any representation or warranty made by the Purchaser in or pursuant to which Article 5 hereof that is inaccurate, (ii) resulting from any default in the Companyperformance of any of the covenants or agreements made by the Purchaser in this Agreement, each (iii) resulting from the failure of its directors the Purchaser to pay, discharge or each perform any of its controlling Persons may become subjectthe Assumed Liabilities, under or (iv) resulting from the Securities ActPurchaser's failure to satisfy Environmental Liabilities assumed by the Purchaser pursuant to Section 2.3.1.3 to the extent indemnifiable damages of the Sellers are less than $1,000,000 or are greater than $3,500,000. For the purpose of this Section 11.2, all representations, warranties, covenants and agreements of the Exchange ActPurchaser set forth in this Agreement that are qualified as to materiality shall be deemed not so qualified. The right to payment of indemnifiable damages or other remedy based on representations, warranties, covenants or obligations will not be affected by any investigation conducted, or any other federal Knowledge acquired (or state statutory law capable of being acquired) at any time, whether before or regulationafter the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or at common law inaccuracy of or otherwise (including in settlement of compliance with any litigationsuch representation, if such settlement is effected with warranty, covenant or obligation. Without limiting the written consent generality of the Purchaser) insofar as such losses, claims, foregoing with respect to the measurement of indemnifiable damages, liabilities or expenses (or actions the Sellers shall have the right to be put in respect thereof the same financial position as contemplated below) arise out it would have been in had each of or are based in whole or in part on any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement or any failure been true and correct and had each of the covenants of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties been performed in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. For purposes of clarity, the Purchaser will not be liable to any Company Indemnified Party to the extent that any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Party to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party hereinfull.

Indemnification by the Purchaser. The Purchaser shall will, and hereby does, indemnify and hold harmless the Companyharmless, each of Deutsche Bank and its directors, officers, partners, agents and Affiliates and each Person, if any, other person who controls participates as an underwriter in the offering or is under common control with the Company within the meaning sale of the Securities Act (the “Company Indemnified Parties”)Purchase Price Shares, against any insofar as losses, claims, damages, damages or liabilities or expenses to which the Company, each of its directors or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof as contemplated belowthereof) arise out of or are based in whole upon any untrue statement or in part on alleged untrue statement of any inaccuracy material fact contained in the representations and warranties Registration Statement under which Purchase Price Shares held by Deutsche Bank were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the Purchaser contained circumstances in this Agreement or any failure of which they were made not misleading, and the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties Deutsche Bank and each such director, officer, partner, agent or Affiliate and underwriter for any legal and or any other expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties them in 119 connection with investigatinginvestigating or defending any such loss, defendingclaim, settlingliability, compromising action or paying proceeding; provided, that the Purchaser shall not be liable in any such case to Deutsche Bank and its directors, officers, partners, agents and Affiliates or any underwriter to the extent that any such loss, claim, damage, liability, expense liability (or action. For purposes of clarity, the Purchaser will not be liable to any Company Indemnified Party to the extent that any loss, claim, damage, liability action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Purchaser through an instrument executed by or on behalf of such person, as the case may be, specifically stating that it is for use in the preparation thereof; and provided, further, that the Purchaser shall not be liable to any person who participates as an underwriter in the offering or sale of Purchase Price Shares or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (ior action or proceeding in respect thereof) or expense arises out of such person’s failure to send or give a copy of the failure final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of a Company Indemnified Party the sale of Purchase Price Shares to comply with the covenants such person if such statement or omission was corrected in such final prospectus so long as such final prospectus, and agreements contained any amendments or supplements thereto, have been furnished to such underwriter. Such indemnity shall remain in this Agreement, or (ii) the inaccuracy full force and effect regardless of any representations investigation made by a Company Indemnified Party hereinor on behalf of Deutsche Bank or any such underwriter, director, officer, partner, agent or Affiliate and shall survive the transfer of such securities by Deutsche Bank. The Purchaser shall be entitled to receive indemnification and contribution from or on behalf of underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such Persons for inclusion in any prospectus or Registration Statement.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify and hold harmless the Company, each of its directors, and each Person, if any, who controls or is under common control with the Company within the meaning of the Securities Act and its Representatives (the collectively, “Company Indemnified Related Parties”)) from, against any costs, losses, claimsliabilities, damages, liabilities or expenses to which the Companyof any kind or nature whatsoever, and hold each of its directors them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of its controlling Persons may become subjectthem for all costs, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claimsliabilities, damages, liabilities or expenses of any kind or nature whatsoever (or actions in respect thereof as contemplated below) arise out including the reasonable fees and disbursements of or are based in whole or in part on any inaccuracy in the representations counsel and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and all other expense reasonably incurred, as such reasonable expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third-Party Claim, damageas a result of, liabilityarising out of, expense or action. For in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made (except to the extent any representation or warranty includes the word “material,” Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct) or (b) the breach of any of the covenants of the Purchaser contained herein; provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; and provided, further, that for purposes of claritydetermining when an indemnification claim has been made, the date upon which a Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser will shall constitute the date upon which such claim has been made; and provided, further, that the liability of the Purchaser shall not be liable greater in amount than the sum of the aggregate Purchase Price (minus the Transaction Fee) actually paid or, assuming the satisfaction or waiver of all applicable conditions set forth in Section 2.04 and Section 2.05, obligated to be paid at all Closings. No Company Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any Company Indemnified Related Party from recovering under this Section 6.02 for any such damages to the extent that such damages are in the form of diminution in value or are payable to a third party in connection with any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Third-Party to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party hereinClaims.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify Crosstex, the General Partners and their respective Representatives (collectively, “Crosstex Related Parties”) from, and hold harmless the Company, each of its directorsthem harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each Personof them for all reasonable costs, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified Parties”), against any losses, claimsliabilities, damages, liabilities damages or expenses to which the Company, each of its directors any kind or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise nature whatsoever (including in settlement the reasonable fees and disbursements of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or counsel and all other reasonable expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claim, damageas a result of, liabilityarising out of, expense or action. For purposes of clarity, the Purchaser will not be liable in any way related to any Company Indemnified Party to the extent that any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Party any of the representations or warranties made by the Purchaser contained herein to comply with be true and correct in all material respects as of the covenants and agreements contained in this Agreement, date hereof or (ii) the inaccuracy breach of any representations of the covenants of the Purchaser contained herein, provided that, in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made by prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Indemnified Crosstex Related Party hereinshall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of the Purchaser shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The From and after the Closing, the Purchaser shall agrees to indemnify the K-Sea Entities and their respective Representatives (collectively, “K-Sea Related Parties”) from, and hold harmless the Company, each of its directorsthem harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each Personof them for all reasonable costs, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified Parties”), against any losses, claimsliabilities, damages, liabilities damages or expenses to which the Company, each of its directors any kind or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise nature whatsoever (including in settlement the reasonable fees and disbursements of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or counsel and all other reasonable expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third Party Claim, damageas a result of, liabilityarising out of, expense or action. For purposes of clarity, the Purchaser will not be liable in any way related to any Company Indemnified Party to the extent that any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof, as of the First Transaction Closing Date and, if there is a Company Indemnified Party to comply with Second Transaction Closing, as of the covenants and agreements contained in this Agreement, Second Transaction Closing Date or (ii) the inaccuracy breach of any representations of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a K-Sea Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of the Purchaser (and its Affiliates, if the Purchaser Transfers a portion or all of the Purchased Units to an Affiliate as permitted by a Company Indemnified Party hereinSection 5.01) shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify Copano and its Representatives (collectively, “Copano Related Parties”) from, and hold harmless the Company, each of its directorsthem harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each Personof them for all reasonable costs, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified Parties”), against any losses, claimsliabilities, damages, liabilities damages or expenses to which the Company, each of its directors any kind or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise nature whatsoever (including in settlement the reasonable fees and disbursements of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or counsel and all other reasonable expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third Party Claim, damageas a result of, liabilityarising out of, expense or action. For purposes of clarity, the Purchaser will not be liable in any way related to any Company Indemnified Party to the extent that any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Party any of the representations or warranties made by the Purchaser contained herein to comply with be true and correct in all material respects as of the covenants and agreements contained in this Agreement, date hereof or (ii) the inaccuracy breach of any representations of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Copano Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of the Purchaser (and its Affiliates, if the Purchaser Transfers a portion or all of the Purchased Units to an Affiliate as permitted by a Company Indemnified Party hereinSection 5.02) shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify Triangle and its Representatives (collectively, “Triangle Related Parties”) from, and hold harmless the Company, each of its directorsthem harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each Personof them for all reasonable costs, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified Parties”), against any losses, claimsliabilities, damages, liabilities damages or expenses to which the Company, each of its directors any kind or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise nature whatsoever (including in settlement the reasonable fees and disbursements of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or counsel and all other reasonable expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third Party Claim, damageas a result of, liabilityarising out of, expense or action. For purposes of clarity, the Purchaser will not be liable in any way related to any Company Indemnified Party to the extent that any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Party any of the representations or warranties made by the Purchaser contained herein to comply with be true and correct in all material respects as of the covenants and agreements contained in this Agreement, date hereof or (ii) the inaccuracy breach of any representations of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made by prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Indemnified Triangle Related Party hereinshall have given notice to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of the Purchaser (and its Affiliates, if the Purchaser Transfers (as defined in the Convertible Note) a portion or all of the Convertible Note or all or a portion of the Conversion Shares to an Affiliate in accordance with the terms and upon the conditions of the Convertible Note) shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The From and after the Closing, the Purchaser shall indemnify and hold harmless the Company, each of and its controlled Affiliates and its and their officers, directors, managers, employees and each Personagents (collectively, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified Related Parties”)) from, against and hold each of them harmless against, any and all Losses and, in connection therewith and promptly upon demand, pay or reimburse each of them for all reasonable and documented out-of-pocket costs, losses, claimsliabilities, damages, liabilities damages or expenses to which the Company, each of its directors any kind or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise nature whatsoever (including in settlement the reasonable fees and disbursements of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or counsel and all other reasonable and documented out-of-pocket expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third Party Claim, damage, liability, expense incurred by or action. For purposes asserted against such Company Related Parties as a result of clarity, the Purchaser will not be liable to any Company Indemnified Party to the extent that any loss, claim, damage, liability or expense arises arising out of or is based upon (ia) the failure of a Company Indemnified Party any of the representations or warranties made by the Purchaser contained in Section 2.2(a), 2.2(b)(1), 2.2(b)(2)(i)(A) or 2.2(c) to comply be true and correct, (b) the breach of any applicable securities Laws in connection with the covenants and agreements contained in this Agreementassignment of the Purchased Shares by the Purchaser, or any of its successors or assigns, to any Permitted Transferee, or (iic) the inaccuracy breach of any representations of the covenants of the Purchaser contained herein; provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made by prior to the expiration of such representation or warranty as set forth in Section 5.5; provided, further, that, for purposes of determining when an indemnification claim has been made, the date upon which a Company Indemnified Related Party hereinshall have given written notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser in accordance with the terms and conditions of this Agreement shall constitute the date upon which such claim has been made.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify and hold harmless the Company, each of its directors, and each Person, if any, who controls or is under common control with the Company within the meaning of the Securities Act and its Representatives (the collectively, “Company Indemnified Related Parties”)) from costs, against any losses, claimsliabilities, damages, liabilities or expenses to which the Companyof any kind or nature whatsoever, and hold each of its directors them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of its controlling Persons may become subjectthem for all costs, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claimsliabilities, damages, liabilities or expenses of any kind or nature whatsoever (or actions in respect thereof as contemplated below) arise out including the reasonable fees and disbursements of or are based in whole or in part on any inaccuracy in the representations counsel and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and all other expense reasonably incurred, as such reasonable expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third-Party Claim, damageas a result of, liabilityarising out of, expense or action. For purposes of clarity, the Purchaser will not be liable in any way related to any Company Indemnified Party to the extent that any loss, claim, damage, liability or expense arises out of or is based upon (ia) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the Closing or (b) the breach of any of the covenants of the Purchaser contained herein; provided that, in the case of the immediately preceding clause (a), such claim for indemnification is made prior to the expiration of the survival period of such representation or warranty, in which case the indemnification obligations of the Purchaser with respect to such claim shall survive indefinitely; provided, further, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Indemnified Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to comply the Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of the Purchaser shall not be greater in amount than the sum of the Purchaser’s Funding Obligation plus any distributions paid to the Purchaser with respect to the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party hereinPurchased Shares.

Indemnification by the Purchaser. The Purchaser shall agrees to indemnify and hold harmless the Company, each of its directorsthe Partnership Parties and their respective Representatives (collectively, and each Person, if any, who controls or is under common control with the Company within the meaning of the Securities Act (the “Company Indemnified Partnership Related Parties”)) from, against any costs, losses, claimsliabilities, damages, liabilities or expenses to which the Companyof any kind or nature whatsoever, and hold each of its directors them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of its controlling Persons may become subjectthem for any and all costs, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claimsliabilities, damages, liabilities or expenses of any kind or nature whatsoever (or actions in respect thereof as contemplated below) arise out including, without limitation, the reasonable fees and disbursements of or are based in whole or in part on any inaccuracy in the representations counsel and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and will reimburse the applicable Company Indemnified Parties for any legal and all other expense reasonably incurred, as such reasonable expenses are reasonably incurred by any Company Indemnified Parties in connection with investigating, defending, settling, compromising defending or paying preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third-Party Claim, damageas a result of, liabilityarising out of, expense or action. For in any way related to (a) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects (other than those representations and warranties that are qualified by materiality, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date or (b) the breach of any of the covenants of the Purchaser contained herein; provided, however, that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of the representation or warranty; and provided, further, that for purposes of claritydetermining when an indemnification claim has been made, the date upon which a Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser will shall constitute the date upon which such claim has been made; and provided, further, that the liability of the Purchaser shall not be liable greater in amount than the sum of the Funding Obligation plus any distributions paid to the Purchaser with respect to the Purchased Units, the PIK Units and the Conversion Units, if applicable. No Partnership Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any Company Indemnified Partnership Related Party from recovering under this Section 6.02 for any such damages to the extent that such damages are payable to a third party in connection with any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Third-Party to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party hereinClaims.