Common use of Indemnification by the Purchasers Clause in Contracts

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Crosstex, the General Partners and their respective Representatives (collectively, “Crosstex 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, 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 as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein, provided 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 the liability of 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 CrosstexRegency, the General Partners and their respective Representatives (collectively, “Crosstex 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, 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 as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein, provided 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 the liability of 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 CrosstexONEOK, the General Partners and their respective Representatives (collectively, “Crosstex ONEOK 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, 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 as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein, provided 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 the liability of 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 Crosstexthe Selling Unitholder, the General Partners Selling Unitholder GP and their respective Representatives (collectively, the “Crosstex Selling Unitholder Related Parties”) and the Partnership, the Partnership GP and their respective Representatives (collectively, the “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, or expenses of any kind or nature 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 as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such 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, provided, howeverand provided further, that the liability of each Purchaser no Selling Unitholder Related Party shall not be greater entitled to recover special, consequential (including lost profits or diminution in amount than such Purchaser’s Allocated Purchase Pricevalue) or punitive damages.

Indemnification by the Purchasers. Each Purchaser agreesNotwithstanding anything in this Agreement to the contrary, but subject to the other provisions of this Section 9, each of the Purchasers shall severally and not jointlyjointly indemnify, to indemnify Crosstexdefend, and hold the Company, the General Partners Company's directors, partners, officers and their respective Representatives affiliates, and each of such partners' and Affiliates' officers, directors, partners, employees, representatives and affiliates, (collectively, “Crosstex Related Parties”the "Company Indemnitees") fromharmless from and against, and hold each of shall reimburse them harmless againstfor, 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 costsclaims, losses, liabilities, damages, or costs, and expenses of any kind or nature whatsoever, whatsoever (including, without limitation, the any fines, penalties, reasonable fees and disbursements of counsel incurred by the Company Indemnitees in investigating or defending any of the foregoing, and all other reasonable expenses incurred investigating or defending any of the foregoing or enforcing this Agreement) sustained or incurred by a Company Indemnitee resulting from or arising in connection with investigating, defending any inaccuracy in or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, representations or warranties or covenants of such Purchaser contained herein, provided such claim for indemnification relating to a breach of any representation set forth in this Agreement or warranty is made prior to the expiration of such representation Schedules or warranty, Exhibits hereto; provided, however, that the total liability of each such Purchaser under this Section 9 shall not be greater in amount than exceed the aggregate Purchase Price paid by such Purchaser’s Allocated Purchase PricePurchaser pursuant to this Agreement.

Indemnification by the Purchasers. Each The Purchaser agrees, severally and not jointly, agrees to indemnify CrosstexRegency, the General Partners and their respective Representatives (collectively, “Crosstex 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, 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 as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein, provided 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 the liability of 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 CrosstexGlobal, the General Partners and their respective Representatives (collectively, “Crosstex Global 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, 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 as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such 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, provided, howeverand provided further, that the liability of each Purchaser no Global Related Party shall not be greater entitled to recover special, consequential (including lost profits or diminution in amount than such Purchaser’s Allocated Purchase Pricevalue) or punitive damages.

Indemnification by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Crosstex, the General Partners its officers and directors and their respective Representatives (collectively, “Crosstex 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, 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 as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein, provided such claim for indemnification relating to a breach of any representation or warranty the representations and warranties is made prior to the expiration of such representation or warranty, representations and warranties; provided, however, that the liability of 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 Crosstex, the General Partners and their respective Representatives (collectively, “Crosstex 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, 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 as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein, provided such claim for indemnification relating to a breach of any representation or warranty the representations and warranties is made prior to the expiration of such representation or warrantyrepresentations and warranties, provided, however, that the liability of each Purchaser shall not be greater in amount than such Purchaser’s Allocated Purchase Price.