Common use of Indemnification by the Purchasers Clause in Contracts

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango and its respective Representatives (collectively, “Contango Related Parties”) from, and hold each of them 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 of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), involving a third party claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof or (ii) the material breach of any of the covenants of such 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 Contango Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such Purchaser shall not be greater in amount than such Purchaser’s Allocated Purchase Price.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango BATL, its controlled Affiliates and its their respective Representatives (collectively, the “Contango BATL Related Parties”) from, and hold each of them 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 of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof or (iib) the material breach of any of the covenants of such Purchaser contained herein, provided that, in the case of the immediately preceding clause (ia), 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 Contango BATL Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such Purchaser shall not be greater in amount than such Purchaser’s Allocated Purchase Price.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango USWS and its respective Representatives (collectively, “Contango USWS Related Parties”) from, and hold each of them 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 of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof or (ii) the material breach of any of the covenants of such 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 Contango USWS Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such Purchaser shall not be greater in amount than such Purchaser’s Allocated Purchase Price.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango Breitburn, the General Partner and its their respective Representatives (collectively, “Contango Breitburn Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof made or (ii) the material breach of any of the covenants of such 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 Contango Breitburn Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such Purchaser Purchasers shall not be greater in amount than the sum of such Purchaser’s Allocated Series B Preferred Unit Purchase PricePrice plus any distributions paid to the Purchaser with respect to the Purchased Units. No Breitburn Related Party shall be entitled to recover special, consequential or punitive damages under this Section 5.02; provided, however, that such limitation shall not prevent any Breitburn Related Party from recovering under this Section 5.02 for any such damages (x) are in the form of diminution in value or (y) to the extent that such damages may be payable to a third party in connection with any Third Party Claims.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango the Partnership, the General Partner and its their respective Representatives (collectively, “Contango Partnership Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof 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 (iib) the material breach of any of the covenants of such Purchaser contained herein, ; provided that, in the case of the immediately preceding clause (ia), 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, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Contango Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the liability of each such Purchaser shall not be greater in amount than the sum of such Purchaser’s Allocated Purchase PriceFunding Obligation plus any distributions paid to such Purchaser with respect to the Purchased 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 Partnership 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 Third-Party Claims.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango the Partnership, the General Partner, NuStar GP and its their respective Representatives (collectively, “Contango Partnership Related Parties”) from, all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof 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 (iib) the material breach of any of the covenants or obligations of any such Purchaser contained herein, herein (including failure to deliver payment pursuant to such Purchaser’s Total Funding Amount); provided that, in the case of the immediately preceding clause (ia), 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, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Contango Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the liability of such any Purchaser shall not be greater in amount than the sum of such Purchaser’s Allocated Purchase PriceTotal Funding Amount plus any distributions paid to such Purchaser with respect to the Series D Preferred 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 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 Third-Party Claims.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango Crestwood, the General Partner and its their respective Representatives (collectively, “Contango Crestwood Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof made or (ii) the material breach of any of the covenants of such 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 Contango Crestwood Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such Purchaser Purchasers shall not be greater in amount than the sum of such Purchaser’s Allocated Initial Unit Purchase PricePrice and any Additional Unit Purchase Price paid as of such time. No Crestwood Related Party shall be entitled to recover special, consequential or punitive damages under this Section 5.02; provided, however, that such limitation shall not prevent any Crestwood Related Party from recovering under this Section 5.02 for any such damages (x) are in the form of diminution in value or (y) to the extent that such damages arise in connection with any Third Party Claims.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango Xxxxxxx, the General Partner and its their respective Representatives (collectively, “Contango Xxxxxxx Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof made or (ii) the material breach of any of the covenants of such 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 Contango Xxxxxxx Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such Purchaser Purchasers shall not be greater in amount than the sum of such Purchaser’s Allocated Purchase Price. No Xxxxxxx Related Party shall be entitled to recover special, consequential or punitive damages under this Section 5.02.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango Issuer, its Affiliates and its and their respective Representatives (collectively, the “Contango Related PartiesIssuer Indemnitees”) from, all costs, losses, liabilities, damages, or expenses of any kind or nature, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands claims, demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof or (ii) the material breach of any of the representations, warranties or covenants of such Purchaser contained herein, ; provided that, in the case of the immediately preceding clause (i), that 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 representation, warranty or warrantycovenant as set forth in ‎Section 6.1; provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Contango Related Party an Issuer Indemnitee shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the aggregate liability of such Purchaser shall not be greater in amount than the Purchase Price paid by such Purchaser’s Allocated Purchase Price. No Issuer 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 Issuer Indemnitee from recovering under this ‎Section 4.2 for any such damages to the extent that such damages (A) are in the form of diminution in value or are payable to a third party in connection with any Third-Party Claims or (B) (1) were reasonably foreseeable as of the Execution Date and (2) were proximately caused by the applicable breach giving rise to the applicable claim for indemnification hereunder.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango Parent, its Affiliates and its and their respective Representatives (collectively, the “Contango Related PartiesParent Indemnitees”) from, all costs, losses, liabilities, damages, or expenses of any kind or nature, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands claims, demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof or (ii) the material breach of any of the representations, warranties or covenants of such Purchaser contained herein, ; provided that, in the case of the immediately preceding clause (i), that 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 representation, warranty or warrantycovenant as set forth in ‎Section 6.1; provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Contango Related Party Parent Indemnitee shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the aggregate liability of such Purchaser shall not be greater in amount than the Purchase Price paid by such Purchaser’s Allocated Purchase Price. No Parent 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 Parent Indemnitee from recovering under this ‎Section 4.2 for any such damages to the extent that such damages (A) are in the form of diminution in value or are payable to a third party in connection with any Third-Party Claims or (B) (1) were reasonably foreseeable as of the Execution Date and (2) were proximately caused by the applicable breach giving rise to the applicable claim for indemnification hereunder.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango the Company, and its respective Representatives (collectively, “Contango Company Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof made or (iib) the material breach of any of the covenants of such Purchaser contained herein, provided that, in the case of the immediately preceding clause (ia), 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 determining when an indemnification claim has been made, the date upon which a Contango Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such Purchaser Purchasers shall not be greater in amount than the sum of such Purchaser’s Allocated Purchase PriceFunding Obligation plus any distributions paid to such Purchaser with respect to the Purchased Shares. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any Company Related Party from recovering under this Section 6.02 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 Third-Party Claims.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango the Partnership, the General Partner and its their respective Representatives (collectively, “Contango Partnership Related Parties”) from, costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, and hold each of them 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 of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof 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 (iib) the material breach of any of the covenants of such Purchaser contained herein, ; provided that, in the case of the immediately preceding clause (ia), 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, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Contango Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the aggregate liability of such any Purchaser pursuant to this Section 6.02 shall not be greater in amount than the sum of such Purchaser’s Allocated Purchase PriceFunding Obligation plus any distributions paid to such Purchaser with respect to the Purchased Units. No Partnership Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any Partnership 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 Third-Party Claims.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango the Partnership, the GP Entities and its their respective Representatives (collectively, “Contango Partnership Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof made or (iib) the material breach of any of the covenants of such Purchaser contained herein, provided that, in the case of the immediately preceding clause (ia), 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 determining when an indemnification claim has been made, the date upon which a Contango Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such Purchaser Purchasers shall not be greater in amount than the sum of such Purchaser’s Allocated Purchase PricePrice plus any distributions paid to such Purchaser with respect to the Purchased Units. No Partnership Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any Partnership Related Party from recovering under this Section 6.02 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 Third-Party Claims.

Indemnification by the Purchasers. Each (a) From and after consummation of the Closing, each Purchaser agrees, severally and not jointly, to indemnify Contango the Company and its NEP and their respective Representatives Affiliates, partners, members, stockholders, and Representatives, and any Affiliate, member, partner, stockholder, or Representative of any of the foregoing (collectively, “Contango NEP Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and to hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation litigation, or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, to pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending defending, or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof 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 (ii) the material breach of any of the covenants of such 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 the survival period of such representation or warranty; and provided, howeverfurther, that that, for purposes of determining when an indemnification claim has been made, the date upon which a Contango NEP Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the liability of each such Purchaser shall not be greater in amount than the sum of such Purchaser’s Allocated Class A Purchase Price or Class B Purchase Price, as applicable, plus any distributions paid to such Purchaser with respect to the Purchased Units. No NEP 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 NEP Related Party from recovering under this Section 6.02 for any such damages to the extent that such damages 853970-WILSR01A - MSW are in the form of diminution in value of the Purchased Units (it being understood and agreed that any change in the market price of the Conversion Units shall not in and of itself constitute diminution in value damages) or are payable to a third party in connection with any Third-Party Claims.

Indemnification by the Purchasers. Each (a) From and after (i) consummation of the Initial Issuance, the Class A Purchaser agrees, and (ii) the Initial Class B Units Sale, each Class B Purchaser agrees, severally and not jointlyjointly (except that the Class B Purchasers agree severally and jointly with respect to the liability of any and all Class B Purchasers), to indemnify Contango the Company and its NEP and their respective Representatives Affiliates, partners, members, stockholders, and Representatives, and any Affiliate, member, partner, stockholder, or Representative of any of the foregoing (collectively, “Contango NEP Related Parties”) fromfrom Losses of any kind or nature whatsoever, and to hold each of them harmless against, against any and all losses, actions, suits, proceedings (including any investigations, litigation litigation, or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, to pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses Losses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigatingwhatsoever, defending whether or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof 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 (ii) the material breach of any of the covenants of such 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 the survival period of such representation or warranty; and provided, howeverfurther, that that, for purposes of determining when an indemnification claim has been made, the date upon which a Contango NEP Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; and provided, further, that (A) the liability of such the Class A Purchaser under this Section 6.02 shall not be greater in amount than the sum of (A) the Class A Purchase Price and (B) the excess of (I) the Class B Purchase Price over (II) the aggregate amount of the Initial Aggregate Class B Purchase Price and the Additional Aggregate Class B Purchase Price actually paid by the Class B Purchasers to the Class A Purchaser at the Initial Closing and the Additional Closing, and (B) the liability of a Class B Purchaser shall not be greater in amount than the sum of such Class B Purchaser’s Allocated Initial Individual Class B Purchase PricePrice and the Additional Individual Class B Purchase Price actually paid by such Class B Purchaser to the Class A Purchaser at the Initial Closing and the Additional Closing. No NEP 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 NEP 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 of the Purchased Units (it being understood and agreed that any change in the market price of the Conversion Units shall not in and of itself constitute diminution in value damages) or are payable to a third party in connection with any Third-Party Claims.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango the Company, its Affiliates (excluding, for purposes of this Section 4.2, EnCap Purchaser and any of its Affiliates) and its and their respective Representatives (collectively, the “Contango Related PartiesCompany Indemnitees”) from, all costs, losses, liabilities, damages, or expenses of any kind or nature, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands claims, demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof or (ii) the material breach of any of the representations, warranties or covenants of such Purchaser contained herein, ; provided that, in the case of the immediately preceding clause (i), that 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 representation, warranty or warrantycovenant as set forth in Section 6.1; provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Contango Related Party Company Indemnitee shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the aggregate liability of such Purchaser shall not be greater in amount than the Purchase Price paid by such Purchaser’s Allocated Purchase Price. No Company 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 Indemnitee from recovering under this Section 4.2 for any such damages to the extent that such damages (A) are in the form of diminution in value or are payable to a third party in connection with any Third-Party Claims or (B) (1) were reasonably foreseeable as of the Execution Date and (2) were proximately caused by the applicable breach giving rise to the applicable claim for indemnification hereunder.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango the Partnership, the General Partner and its their respective Representatives (collectively, “Contango Partnership Related Parties”) from, all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof 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 (iib) the material breach of any of the covenants or obligations of such Purchaser contained herein, herein (including failure to deliver payment pursuant to such Purchaser’s Funding Obligation); provided that, in the case of the immediately preceding clause (ia), 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, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Contango Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the liability of each such Purchaser shall not be greater in amount than such Purchaser’s Allocated Purchase PriceFunding Obligation plus any distributions paid to such Purchaser with respect to the Purchased 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 Partnership 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 Third-Party Claims.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango Regency, the General Partners and its their respective Representatives (collectively, “Contango Regency Related Parties”) from, and hold each of them 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 of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof or (ii) the material breach of any of the covenants of such 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 Contango Regency Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such a Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such each Purchaser shall not be greater in amount than such Purchaser’s Allocated Purchase Price.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango the Company, its Affiliates and its their respective Representatives (collectively, the “Contango Related PartiesCompany Indemnitee”) from, all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof or (ii) the material breach of any of the representations, warranties or covenants of such Purchaser contained herein, ; provided that, in the case of the immediately preceding clause (i), that 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 representation, warranty or warrantycovenant as set forth in Section 6.1; provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Contango Related Party Company Indemnitee shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the aggregate liability of such Purchaser shall not be greater in amount than such Purchaser’s Allocated Purchase Pricepro rata share of the Total Funding Obligation. No Company 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 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 Third-Party Claims.

Indemnification by the Purchasers. Each Purchaser agreesagrees to, severally and not jointly, to indemnify Contango the Company and its respective Representatives (each a “Company Indemnified Party” and, collectively, the “Contango Related Company Indemnified Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to resulting from (ia) the failure of any of the representations or warranties made by such Purchaser contained herein in this Agreement or any certificate delivered pursuant to this Agreement to be true and correct in all material respects as of the date hereof 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 (iib) the material breach of any of the covenants of such Purchaser contained hereinin this Agreement; provided, provided that, in the case of the immediately preceding clause (ia), 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 determining when an indemnification claim has been made, the date upon which a Contango Related Company Indemnified Party shall have given delivered written notice (stating in reasonable detail the basis of the claim for indemnification) to such the applicable Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such a Purchaser shall not be greater in amount than the portion of the Purchase Price set forth next to such Purchaser’s Allocated Purchase Pricename on Annex A. No Company Indemnified Party shall be entitled to recover special, indirect, exemplary, speculative or punitive damages under this Section 9.2; provided, however, that such limitation shall not prevent any Company Indemnified Party from recovering under this Section 9.2 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 Third-Party Claims.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointlyjointly or jointly and severally, to indemnify Contango the Partnership, the General Partner and its their respective Representatives (collectively, “Contango Partnership Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof 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 (iib) the material breach of any of the covenants of such Purchaser contained herein, ; provided that, in the case of the immediately preceding clause (ia), 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, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Contango Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the liability of each such Purchaser shall not be greater in amount than the sum of such Purchaser’s Allocated Purchase PriceFunding Obligation plus any distributions paid to such Purchaser with respect to the Purchased 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 Partnership 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 Third-Party Claims.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango the Partnership, the General Partner and its their respective Representatives (collectively, “Contango Partnership Related Parties”) from, all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof 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 (iib) the material breach of any of the covenants or obligations of any such Purchaser contained herein, herein (including failure to deliver payment pursuant to such Purchaser’s Funding Amount); provided that, in the case of the immediately preceding clause (ia), 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, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Contango Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the liability of such any Purchaser shall not be greater in amount than the sum of such Purchaser’s Allocated Purchase PriceFunding Amount plus any distributions paid to such Purchaser with respect to the Series A Preferred 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 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 Third-Party Claims.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango the Company, its Representatives and its respective Representatives Affiliates (collectively, “Contango Company Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by such Purchaser contained herein (other than the representations or warranties made by such Purchaser contained in Sections 4.01, 4.02 or 4.04) to be true and correct in all material respects as of the date hereof made, (b) the representations or warranties made by Purchaser contained in Sections 4.01, 4.02 or 4.04 to be true and correct in all respects or (iic) the material breach of any of the covenants of such Purchaser contained herein, provided that, in the case of the immediately preceding clause (ia), 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 warrantywarranty as set forth in Section 6.03; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Contango Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such Purchaser Purchasers shall not be greater in amount than the sum of such Purchaser’s Allocated Purchase PriceFunding Obligation plus any distributions paid to such Purchaser with respect to the Purchased Shares. No Company Related Party shall be entitled to recover (i) any exemplary, punitive or speculative damages under this Agreement or (ii) any special, indirect, consequential, incidental damages or lost profits under this Agreement, except (x) in the case of clause (ii), to the extent any such damages or lost profits would otherwise be recoverable under Texas law in an action for breach of contract or (y) in the case of clause (i) or clause (ii), any such damages or lost profits arising from a breach of this Agreement that are payable in respect of Third Party Claims.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango the Company, Barclays and its their respective Representatives (collectively, “Contango Company Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof made or (iib) the material breach of any of the covenants of such Purchaser contained herein, provided that, in the case of the immediately preceding clause (ia), 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 determining when an indemnification claim has been made, the date upon which a Contango Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further, that the liability of such Purchaser Purchasers shall not be greater in amount than the sum of such Purchaser’s Allocated Purchase PriceFunding Obligation plus any distributions paid to such Purchaser with respect to the Purchased Shares. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any Company Related Party from recovering under this Section 6.02 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 Third-Party Claims.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Contango the Partnership, the General Partner and its their respective Representatives (collectively, “Contango Partnership Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claimThird-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof 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 (iib) the material breach of any of the covenants of such Purchaser contained herein, ; provided that, in the case of the immediately preceding clause (ia), 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, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Contango Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the liability of such Purchaser Purchasers shall not be greater in amount than the aggregate Purchase Price paid by such Purchaser’s Allocated Purchase PricePurchaser plus any distributions paid to such Purchaser with respect to the Purchased Units. No Partnership Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any 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 Third-Party Claims.

Indemnification by the Purchasers. Each Subject to the limitations set forth in this Agreement, each Purchaser agrees, severally and not jointly, to indemnify Contango the Partnership, the General Partner and its their respective Representatives (collectively, “Contango Partnership Related Parties”) from, and hold each of them 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 of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date hereof or (ii) the material breach of any of the representations, warranties or covenants of such Purchaser contained herein; provided, provided that, in the case of the immediately preceding clause (i), 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; provided, however, warranty (it being understood that (x) for purposes of determining when an indemnification claim has been made, the date upon which a Contango Partnership Related Party shall have has given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been mademade and (y) the liability of each such Purchaser shall not exceed the amount equal to the sum of such Purchaser’s respective Funding Obligation, plus any distributions paid to such Purchaser with respect to the Purchased Units and any Conversion Units); provided, further, that the liability of such Purchaser no Partnership Related Party shall not be greater in amount than such Purchaser’s Allocated Purchase Priceentitled to recover special, indirect, exemplary, incidental, speculative or punitive damages.