Common use of Indemnification Costs and Expenses Clause in Contracts

Indemnification Costs and Expenses. 22 Section 7.01 Indemnification by the Partnership 22 Section 7.02 Indemnification by Purchasers 22 Section 7.03 Indemnification Procedure 22 ARTICLE VIII MISCELLANEOUS 23 Section 8.01 Interpretation 23 Section 8.02 Survival of Provisions 24 Section 8.03 No Waiver; Modifications in Writing 24 Section 8.04 Binding Effect; Assignment 25 Section 8.05 Aggregation of Purchased Units 25 Section 8.06 Confidentiality and Nxx-Xxxxxxxxxx 00 Section 8.07 Communications 25 Section 8.08 Removal of Legend 25 Section 8.09 Entire Agreement 26 Section 8.10 Governing Law 26 Section 8.11 Execution in Counterparts 26 Section 8.12 Expenses 26 Section 8.13 Obligations Limited to Parties to Agreement 26 Section 8.14 Waiver of Preemptive Right and Registration Rights by General Partner 27 Section 8.15 Termination 27 Section 8.16 Exceptions 28 SCHEDULES AND EXHIBITS Schedule 2.01 - List of Purchasers and Commitment Amounts Schedule 8.07 - Notice and Contact Information Exhibit A - Form of Registration Rights Agreement Exhibit B - Form of Legal Opinion Exhibit C - Form of Partnership Officer's Certificate Exhibit D - Form of Purchasers' Officer's Certificate UNIT PURCHASE AGREEMENT UNIT PURCHASE AGREEMENT, dated effective as of July 13, 2007 (this “Agreement”), by and among Enterprise GP Holdings L.P., a Delaware limited partnership (the “Partnership”), each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, EPE Holdings, LLC, a Delaware limited liability company (the “General Partner”).

Indemnification Costs and Expenses. 22 Section 7.01 4.1 Indemnification by the Partnership 22 Company 25 Section 7.02 4.2 Indemnification by the Purchasers 22 25 Section 7.03 4.3 Indemnification Procedure 22 ARTICLE VIII MISCELLANEOUS 23 26 Section 8.01 Interpretation 23 4.4 Tax Matters 27 Article V ADDITIONAL AGREEMENTS Section 8.02 Survival of Provisions 24 5.1 Information Statement 27 Section 8.03 No Waiver; Modifications in Writing 24 5.2 Legend 28 Section 8.04 Binding Effect; Assignment 25 5.3 Tax Matters 28 Section 8.05 Aggregation of Purchased Units 25 5.4 Non-Public Information 29 Section 8.06 Confidentiality and Nxx-Xxxxxxxxxx 00 Section 8.07 Communications 25 Section 8.08 5.5 Removal of Legend 25 29 Article VI MISCELLANEOUS Section 8.09 6.1 Survival; Limitations on Liability 30 Section 6.2 Expenses 30 Section 6.3 Amendment; Waiver 31 Section 6.4 Counterparts 31 Section 6.5 Governing Law; Submission to Jurisdiction 31 Section 6.6 WAIVER OF JURY TRIAL 32 Section 6.7 Notices 32 Section 6.8 Entire Agreement 26 33 Section 8.10 Governing Law 26 6.9 Assignment 33 Section 8.11 Execution in Counterparts 26 6.10 Interpretation; Other Definitions 33 Section 8.12 Expenses 26 6.11 Captions 37 Section 8.13 Obligations Limited to Parties to Agreement 26 6.12 Severability 37 Section 8.14 Waiver 6.13 No Third Party Beneficiaries 38 Section 6.14 Public Announcements 38 Section 6.15 Specific Performance 38 Section 6.16 Termination 38 Section 6.17 Effects of Preemptive Right and Registration Rights Termination 39 Section 6.18 Effect of Termination by General Partner 27 the EnCap Purchaser 39 Section 8.15 Termination 27 6.19 Non-Recourse 40 Section 8.16 Exceptions 28 SCHEDULES AND EXHIBITS 6.20 Reliance 40 Section 6.21 Recapitalization, Exchanges, Etc. 40 Schedule 2.01 - List I: Purchaser Allocations Schedule II: Purchaser Stock Ownership Exhibit A: Form of Purchasers and Commitment Amounts Schedule 8.07 - Notice and Contact Information Series A Convertible Preferred Stock Certificate of Designations Exhibit A - B: Form of Registration Rights Agreement Exhibit B - C: [Reserved] Exhibit D: Form of Legal Opinion of Xxxxx & Xxxxxx, P.C. Exhibit C - E: Form of Partnership Officer's Certificate Exhibit D - Form of Purchasers' Officer's Certificate UNIT Voting Agreement SECURITIES PURCHASE AGREEMENT UNIT This SECURITIES PURCHASE AGREEMENT, dated effective as of July 13, 2007 AGREEMENT (this “Agreement”), dated as of January 30, 2022 (the “Execution Date”), is by and among Enterprise GP Holdings L.P.Earthstone Energy, Inc., a Delaware limited partnership corporation (the “PartnershipCompany”), each of and the Purchasers listed in purchasers set forth on Schedule 2.01 attached I hereto (each referred to herein as each, a “Purchaser” and and, collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, EPE Holdings, LLC, a Delaware limited liability company (the “General Partner”).

Indemnification Costs and Expenses. 22 Section 7.01 Indemnification 7.01Indemnification by the Partnership 22 Section 7.02 Indemnification 7.02Indemnification by Purchasers 22 Section 7.03 Indemnification 7.03Indemnification Procedure 22 23 ARTICLE VIII MISCELLANEOUS 23 24 Section 8.01 Interpretation 23 8.01Interpretation 24 Section 8.02 Survival 8.02Survival of Provisions 24 Section 8.03 No Waiver00 Xxxxxxx 0.00Xx Xxxxxx; Modifications in Writing 24 Section 8.04 Binding 8.04Binding Effect; Assignment 25 Section 8.05 Aggregation 8.05Aggregation of Purchased Units 25 Section 8.06 Confidentiality 8.06Confidentiality and NxxXxx-Xxxxxxxxxx 00 Section 8.07 Communications 8.07Communications 25 Section 8.08 Removal 8.08Removal of Legend 25 Section 8.09 Entire Agreement 26 Section 8.10 Governing 8.09Entire Agreement 27 Section 8.10Governing Law 26 27 Section 8.11 Execution 8.11Execution in Counterparts 26 27 Section 8.12 Expenses 26 8.12Termination 27 Section 8.13 Obligations 8.13Recapitalization, Exchanges, Etc 28 Section 8.14Obligations Limited to Parties to Agreement 26 Section 8.14 Waiver of Preemptive Right 28 Schedules and Registration Rights by General Partner 27 Section 8.15 Termination 27 Section 8.16 Exceptions 28 SCHEDULES AND EXHIBITS Exhibits Exhibit 10.1 Schedule 2.01 - — List of Purchasers and Commitment Amounts Schedule 3.02 — Material Subsidiaries Schedule 8.07 - — Notice and Contact Information Exhibit A - — Form of Registration Rights Agreement Exhibit B - — Form of Holland & Xxxx Legal Opinion Exhibit C - Form of Partnership Officer's Certificate Exhibit D - Form of Purchasers' Officer's Certificate 10.1 COMMON UNIT PURCHASE AGREEMENT This COMMON UNIT PURCHASE AGREEMENT, dated effective is made and entered into as of July 1314, 2007 2014 (this “Agreement”), by and among Enterprise GP Holdings L.P.American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, EPE Holdings, LLC, a Delaware limited liability company (the “General Partner”).

Indemnification Costs and Expenses. 22 11 Section 7.01 5.01 Indemnification by Contango 11 Section 5.02 Indemnification by the Partnership 22 Purchasers 11 Section 5.03 Indemnification Procedure 11 Section 5.04 Tax Treatment of Indemnification Payments 12 ARTICLE VI TERMINATION 12 Section 6.01 Termination 12 Section 6.02 Certain Effects of Termination 13 ARTICLE VII MISCELLANEOUS 13 Section 7.01 Expenses 13 Section 7.02 Indemnification by Purchasers 22 Interpretation 13 Section 7.03 Indemnification Procedure 22 ARTICLE VIII MISCELLANEOUS 23 Section 8.01 Interpretation 23 Section 8.02 Survival of Provisions 24 14 Section 8.03 7.04 No Waiver; Modifications in Writing 24 Writing. 14 Section 8.04 7.05 Binding Effect; Assignment 25 15 Section 8.05 Aggregation of Purchased Units 25 7.06 Communications 15 Section 8.06 Confidentiality and Nxx-Xxxxxxxxxx 00 Section 8.07 Communications 25 Section 8.08 Removal of Legend 25 Section 8.09 7.07 Entire Agreement 26 16 Section 8.10 7.08 Governing Law 26 Law; Submission to Jurisdiction 16 Section 8.11 7.09 Waiver of Jury Trial 16 Section 7.10 Execution in Counterparts 26 16 Section 8.12 Expenses 26 7.11 Recapitalizations, Exchanges, Etc. Affecting the Purchased Securities 17 Section 8.13 Obligations Limited to Parties to Agreement 26 Section 8.14 Waiver of Preemptive Right and Registration Rights by General Partner 27 Section 8.15 Termination 27 Section 8.16 Exceptions 28 SCHEDULES AND EXHIBITS 7.12 Certain Tax Matters 17 SCHEDULE A – Schedule 2.01 - List of Purchasers and Commitment Amounts Schedule 8.07 - Notice and Contact Information Exhibit EXHIBIT A - – Form of Statement of Resolution for the Preferred Stock EXHIBIT B – Form of Registration Rights Agreement Exhibit B - EXHIBIT C – Form of Legal Opinion Exhibit C - Form of Partnership Officer's Certificate Exhibit D - Form of Purchasers' Officer's Certificate UNIT Voting and Support Agreement PURCHASE AGREEMENT UNIT This PURCHASE AGREEMENT, dated effective as of July 13September 12, 2007 2019 (this “Agreement”), is entered into by and among Enterprise GP Holdings L.P.Contango Oil & Gas Company, a Delaware limited partnership Texas corporation (the “PartnershipContango”), and each of the Purchasers listed purchasers set forth in Schedule 2.01 attached A hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, EPE Holdings, LLC, a Delaware limited liability company (the “General Partner”).

Indemnification Costs and Expenses. 19 Section 5.01 Indemnification by USWS 19 Section 5.02 Indemnification by the Purchasers 20 Section 5.03 Indemnification Procedure 20 Section 5.04 Tax Treatment of Indemnification Payments 21 ARTICLE VI TERMINATION 21 Section 6.01 Termination 21 Section 6.02 Certain Effects of Termination 22 ARTICLE VII MISCELLANEOUS 22 Section 7.01 Indemnification by the Partnership Expenses 22 Section 7.02 Indemnification by Purchasers 22 Section 7.03 Indemnification Procedure 22 ARTICLE VIII MISCELLANEOUS 23 Section 8.01 Interpretation 23 Section 8.02 7.03 Survival of Provisions 24 23 Section 8.03 7.04 No Waiver; Modifications in Writing 24 Section 8.04 7.05 Binding Effect; Assignment 25 24 Section 8.05 Aggregation of Purchased Units 25 Section 8.06 Confidentiality and Nxx7.06 Xxx-Xxxxxxxxxx 00 Section 8.07 7.07 Communications 25 Section 8.08 7.08 Removal of Legend 25 26 Section 8.09 7.09 Entire Agreement 26 Section 8.10 7.10 Governing Law Law; Submission to Jurisdiction 26 Section 8.11 7.11 Waiver of Jury Trial 26 Section 7.12 Execution in Counterparts 26 Section 8.12 Expenses 26 Section 8.13 Obligations Limited to Parties to Agreement 26 Section 8.14 Waiver of Preemptive Right and Registration Rights by General Partner 27 Section 8.15 Termination 7.13 Recapitalizations, Exchanges, Etc. Affecting the Purchased Securities 27 Section 8.16 Exceptions 28 SCHEDULES AND EXHIBITS 7.14 Certain Tax Matters 27 SCHEDULE A – Schedule 2.01 - List of Purchasers and Commitment Amounts Schedule 8.07 - Notice and Contact Information Exhibit EXHIBIT A-1 – Form of Certificate of Designations for the Series A - Preferred Stock EXHIBIT A-2 – Form of Warrant Agreement EXHIBIT B – Form of Registration Rights Agreement Exhibit B - EXHIBIT C – Form of Legal Opinion Exhibit C - Form of Partnership Officer's Certificate Exhibit D - Form of Purchasers' Officer's Certificate UNIT USWS Counsel PURCHASE AGREEMENT UNIT This PURCHASE AGREEMENT, dated effective as of July 13May 23, 2007 2019 (this “Agreement”), is entered into by and among Enterprise GP Holdings L.P.U.S. Well Services, Inc., a Delaware limited partnership corporation (the “PartnershipUSWS”), and each of the Purchasers listed purchasers set forth in Schedule 2.01 attached A hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, EPE Holdings, LLC, a Delaware limited liability company (the “General Partner”).

Indemnification Costs and Expenses. 22 30 Section 7.01 6.01 Indemnification by the Partnership 22 30 Section 6.02 Indemnification by the Purchasers 31 Section 6.03 Indemnification Procedure. 32 Section 6.04 Tax Matters 33 ARTICLE VII. TERMINATION 33 Section 7.01 Termination 33 Section 7.02 Indemnification by Purchasers 22 Section 7.03 Indemnification Procedure 22 Certain Effects of Termination 33 ARTICLE VIII VIII. MISCELLANEOUS 23 34 Section 8.01 Interpretation 23 Expenses 34 Section 8.02 Interpretation 34 Section 8.03 Survival of Provisions 24 35 Section 8.03 8.04 No Waiver; : Modifications in Writing 24 Section 8.04 Binding Effect; Assignment 25 35 Section 8.05 Aggregation of Purchased Units 25 Binding Effect 35 Section 8.06 Confidentiality and NxxXxx-Xxxxxxxxxx 00 Section 8.07 Communications 25 36 Section 8.08 Removal of Legend 25 37 Section 8.09 Entire Agreement 26 38 Section 8.10 Governing Law 26 Assignment 38 Section 8.11 Governing Law: Submission to Jurisdiction 39 Section 8.12 Waiver of Jury Trial 39 Section 8.13 Exclusive Remedy 40 Section 8.14 No Recourse Against Others 40 Section 8.15 No Third-Party Beneficiaries 41 Section 8.16 Certain Adjustments 41 Section 8.17 Execution in Counterparts 26 Section 8.12 Expenses 26 Section 8.13 Obligations Limited to Parties to Agreement 26 Section 8.14 Waiver of Preemptive Right and Registration Rights by General Partner 27 Section 8.15 Termination 27 Section 8.16 Exceptions 28 SCHEDULES AND EXHIBITS 41 Schedule 2.01 - List of Purchasers and Commitment Amounts A — Purchasers; Purchased Units; Funding Obligation Schedule 8.07 - Notice and Contact Information B — Material Subsidiaries Exhibit A - — Contribution, Conveyance and Assumption Agreement Exhibit B — Form of Registration Rights Agreement Exhibit B - C — Form of Legal Opinion Second Amended and Restated Agreement of Limited Partnership Exhibit C - D — Form of Partnership Officer's Certificate General Partner Waiver Exhibit D - E-1 — Form of Purchasers' Officer's Certificate Opinion of Xxxxxx & Xxxxxxx LLP Exhibit E-2 — Form of Opinion of Xxxxxxxx, Xxxxxx & Finger, P.A. Exhibit F — Form of Joinder Agreement SERIES A PREFERRED UNIT AND COMMON UNIT PURCHASE AGREEMENT This SERIES A PREFERRED UNIT AND COMMON UNIT PURCHASE AGREEMENT, dated effective as of July 13September 21, 2007 2017 (this “Agreement”), is entered into by and among Enterprise GP Holdings L.P.XXXXXXXX 66 PARTNERS LP, a Delaware limited partnership (the “Partnership”), each of and the Purchasers listed in purchasers set forth on Schedule 2.01 attached A hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, EPE Holdings, LLC, a Delaware limited liability company (the “General Partner”).

Indemnification Costs and Expenses. 22 Section 7.01 6.1 Indemnification by the Partnership 22 Section 7.02 6.2 Indemnification by the Purchasers 22 Section 7.03 6.3 Indemnification Procedure Procedure. 22 ARTICLE VIII 6.4 Limitations and Other Indemnity Claim Matters. 23 SECTION 7. TERMINATION 23 7.1 Termination 23 7.2 Certain Effects of Termination 24 SECTION 8. MISCELLANEOUS 23 Section 8.01 Interpretation 23 Section 8.02 24 8.1 Expenses 24 8.2 Survival of Provisions 24 Section 8.03 8.3 Notices 25 8.4 No Waiver; Modifications in Writing 24 Section 8.04 25 8.5 Binding Effect; Assignment 25 Section 8.05 Aggregation of Purchased Units 25 Section 8.06 Confidentiality and Effect 26 8.6 Entire Agreement 26 8.7 Nxx-Xxxxxxxxxx 00 8.8 Assignments, Successors, and No Third-Party Rights 26 8.9 Severability 26 8.10 Section 8.07 Communications 25 Section 8.08 Removal of Legend 25 Section 8.09 Entire Agreement 26 Section 8.10 Headings, Construction 27 8.11 Governing Law 26 Section 8.11 Execution in Counterparts 26 Section 8.12 Expenses 26 Section 8.13 Obligations Limited Law; Submission to Parties to Agreement 26 Section 8.14 Jurisdiction; Waiver of Preemptive Right and Registration Rights by Jury Trial 27 8.12 Exclusive Remedy 28 8.13 No Recourse Against Others 28 8.14 Specific Performance 29 8.15 Legal Representation 29 8.16 Counterparts 29 EXHIBIT A — Form of General Partner 27 Section 8.15 Termination 27 Section 8.16 Exceptions 28 SCHEDULES AND EXHIBITS Schedule 2.01 - List of Purchasers and Commitment Amounts Schedule 8.07 - Notice and Contact Information Exhibit A - Waiver EXHIBIT B — Form of Registration Rights Agreement Exhibit B - Form of Legal Opinion Exhibit C - Form of Partnership Officer's Certificate Exhibit D - Form of Purchasers' Officer's Certificate Fourth A&R LPA SCHEDULE A — Purchase Price Allocation SERIES A PREFERRED UNIT PURCHASE AGREEMENT This SERIES A PREFERRED UNIT PURCHASE AGREEMENT, dated effective as of July 13December 30, 2007 2016 (including all schedules and exhibits attached hereto and as may be from time to time amended, modified or supplemented, this “Agreement”), is entered into by and among Enterprise GP Holdings L.P.Rhino Resource Partners LP, a Delaware limited partnership (the “Partnership”), each of and the Purchasers listed in purchasers set forth on Schedule 2.01 attached A hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, EPE Holdings, LLC, a Delaware limited liability company (the “General Partner”).

Indemnification Costs and Expenses. 22 24 Section 7.01 Indemnification by the Partnership 22 24 Section 7.02 Indemnification by Purchasers 22 24 Section 7.03 Indemnification Procedure 22 25 ARTICLE VIII MISCELLANEOUS 23 25 Section 8.01 Interpretation 23 25 Section 8.02 Survival of Provisions 24 26 Section 8.03 No Waiver; Modifications in Writing 24 26 Section 8.04 Binding Effect; Assignment 25 27 Section 8.05 Aggregation of Purchased Units 25 27 Section 8.06 Confidentiality and Nxx-Xxxxxxxxxx 00 Section 8.07 Communications 25 27 Section 8.08 Removal of Legend 25 27 Section 8.09 Entire Agreement 26 28 Section 8.10 Governing Law 26 28 Section 8.11 Execution in Counterparts 26 28 Section 8.12 Expenses 26 28 Section 8.13 Obligations Limited to Parties to Agreement 26 28 Section 8.14 Waiver of Preemptive Right and Registration Rights by General Partner 27 29 Section 8.15 Termination 27 29 Section 8.16 Exceptions 28 Recapitalization, Exchanges, Etc. Affecting the Purchased Units 30 SCHEDULES AND EXHIBITS Schedule 2.01 - List of Purchasers and Commitment Amounts Schedule 3.02(c) - Warrants, Options, Preemptive Rights, Subscription Rights, etc. Schedule 3.02(d) - Ownership of Interests in Other Persons Schedule 3.02(f) - Notice of Delisting Schedule 3.02(g) - Piggyback Registration Rights Schedule 3.04 - Non-Disclosed Pending Acquisitions Schedule 3.05 - Threatened Litigation Schedule 3.06(c) - Required Third Party Consents Schedule 5.01 - List of Exceptions to Lock-up Schedule 8.07 - Notice and Contact Information Exhibit A - Form of Registration Rights Agreement Exhibit B - Form of Legal Opinion Exhibit C - Form of Partnership Officer's ’s Certificate Exhibit D - Form of Purchasers' Officer's Certificate Purchaser’s Updating Letter Exhibit E - Form of Lock-Up Letter UNIT PURCHASE AGREEMENT UNIT PURCHASE AGREEMENT, dated effective as of July 13November 29, 2007 (this “Agreement”), by and among Enterprise GP Holdings Rio Vista Energy Partners L.P., a Delaware limited partnership (the “Partnership”), each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, EPE Holdings, Rio Vista GP LLC, a Delaware limited liability company (the “General Partner”).

Indemnification Costs and Expenses. 22 21 Section 7.01 Indemnification by the Partnership 22 21 Section 7.02 Indemnification by Purchasers 22 21 Section 7.03 Indemnification Procedure 22 ARTICLE VIII MISCELLANEOUS 23 Section 8.01 Interpretation 23 Section 8.02 Survival of Provisions 24 23 Section 8.03 No Waiver; Modifications in Writing 24 23 Section 8.04 Binding Effect; Assignment 25 24 Section 8.05 Aggregation of Purchased Restricted Units 25 24 Section 8.06 Confidentiality and Nxx-Xxxxxxxxxx 00 [Reserved] 24 Section 8.07 Communications 25 24 Section 8.08 Removal of Legend 25 Section 8.09 Entire Agreement 26 25 Section 8.10 Governing Law 26 25 Section 8.11 Execution in Counterparts 26 25 Section 8.12 Expenses 26 25 Section 8.13 Obligations Limited to Parties to Agreement 26 Section 8.14 Waiver of Preemptive Right and Registration Rights by General Partner 27 26 Section 8.15 Termination 27 Section 8.16 Exceptions 28 26 SCHEDULES AND EXHIBITS Schedule 2.01 - List of Purchasers and Commitment Amounts Schedule 8.07 - Notice and Contact Information Exhibit A - Form of Registration Rights Agreement Exhibit B - Form of Legal Opinion Exhibit C - Form of Partnership Officer's Certificate Exhibit D - Form of Purchasers' Officer's Certificate UNIT SECURITIES PURCHASE AGREEMENT UNIT SECURITIES PURCHASE AGREEMENT, dated effective as of July 13September 30, 2007 2008 (this “Agreement”), by and among Enterprise GP Holdings El Paso Pipeline Partners, L.P., a Delaware limited partnership (the “Partnership”), each of the Purchasers listed in Schedule 2.01 the signature pages attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, EPE HoldingsEl Paso Pipeline GP Company, LLCL.L.C., a Delaware limited liability company (the “General Partner”).