Common use of Indemnification Coverage Clause in Contracts

Indemnification Coverage. (a) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company and each of their officers, directors, employees, agents and affiliates (other than the Seller) (collectively, the "Buyer Indemnified Parties") harmless for any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "Loss") suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the following: (i) any breach or inaccuracy in any representation by the Seller or the breach of any warranty by the Seller contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; (ii) any failure by the Seller to perform or observe any term, provision, covenant, or agreement on the part of the Seller to be performed or observed under this Agreement; (iii) the Reorganization Transactions; or (iv) the Excluded Subsidiaries or any assets or obligations of such entities. (b) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller and their officers, directors, employees, agents and affiliates (collectively, the "Seller Indemnified Parties") harmless for any Loss suffered by any such Seller Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the following: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; or (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this Agreement. (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's aggregate liability under Section 8.2(a)(i), and 8.2(a)(iii) and the Buyer's aggregate liability under Section 8.2(b)(i) shall not, in either case, exceed 30% of the Purchase Price (the "Cap"); provided, however, that the Cap shall not be applicable to breaches by Seller under Section 2.2 and 2.9; (ii) no indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, under Section 8.2(a)(i) or Section 8.2(b)(i) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $8,000,000 (the "Threshold"), at which point the Seller or the Buyer, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold and the Deductible shall not be applicable to breaches under Sections 2.2, and 2.9; (iii) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may be, shall be reduced by any third-party insurance which such party actually receives in respect of or as a result of such Losses. If any Losses for which indemnification was provided hereunder is subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was provided, the amount of the reduction shall be remitted to the Indemnifying Party (as hereinafter defined); (iv) no claim may be asserted nor may any action be commenced (A) against the Seller for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and (v) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses. (d) Notwithstanding anything in this Agreement to the contrary (including, without limitation, the provisions of Section 8.2(c)(i) and (ii)), Seller hereby indemnifies and agrees to defend, save and hold the Buyer harmless from all Losses suffered by the Buyer resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or any affiliate of the Seller.

Indemnification Coverage. (a) Notwithstanding From and after the Closing or Closing, the delivery of the Subject Membership Interest Selling Parties shall indemnify and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold Buyer and ENP GP and their Affiliates (other than the Buyer, the Company, the Subsidiaries of the Company Partnership Entities) and each of their respective officers, directors, employees, employees and agents and affiliates (other than the Seller) (collectively, the "“Buyer Indemnified Parties"”) harmless for if any such Buyer Indemnified Party shall suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys'’, consultants' ’ and experts' ’ fees), claim or cause of action (each, a "“Loss",” and collectively, “Losses”) suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller or the breach of any warranty by the Seller Selling Parties contained in this Agreement or any certificates or other documents delivered by any Selling Party pursuant to this Agreement on at the Closing; provided, that in determining whether any such representation or warranty has been breached or is inaccurate, such representation or warranty shall be construed as if Material Adverse Effect or materiality is not a qualification thereto and provided, further, that a Selling Parties Unknown Matter Breach of Sections 3.15, 3.16 or 3.18 will not result in any Buyer Indemnified Party suffering Losses for which it is entitled to indemnification, defense or being saved and held harmless pursuant to this Article IX; (ii) any failure by the Seller Selling Parties to perform or observe any term, provision, covenant, or agreement on the part of the Seller Selling Parties to be performed or observed under this Agreement; (iii) the Reorganization Transactions; orSelling Parties’ Taxes; (iv) any broker or other Person claiming to be entitled to an investment banker’s, financial advisor’s, broker’s, finder’s or similar fee or commission in respect of the Excluded Subsidiaries execution of this Agreement or the consummation of the transactions contemplated hereby, by reason of the claiming Person acting at the request of the Selling Parties or any assets of their Affiliates; and (v) any Plan or obligations of such entitiesPlan Liability. (b) Notwithstanding From and after the Closing or the delivery of the Subject Membership Interest Closing, Buyer shall indemnify and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller Selling Parties and their Affiliates and their respective officers, directors, employees, employees and agents and affiliates (collectively, the "“Seller Indemnified Parties"”) harmless for any Loss suffered by if any such Seller Indemnified Party at shall suffer any time or from time to time Loss arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered by Buyer pursuant to this Agreement on at the Closing; orprovided that in determining whether any such representation or warranty has been breached or is inaccurate, such representation or warranty shall be construed as if material adverse effect or materiality is not a qualification thereto; (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this Agreement; (iii) any broker or other Person claiming to be entitled to an investment banker’s, financial advisor’s, broker’s, finder’s or similar fee or commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, by reason of the claiming Person acting at the request of Buyer, Vanguard or any of their respective Affiliates; (iv) all Taxes (or nonpayment thereof) of ENP GP and the Partnership Entities that are attributable to any taxable period beginning after the Closing Date, or the portion of the Straddle Period beginning after the Closing Date; and (v) any breach or inaccuracy in any representation or warranty by Vanguard contained in Article V of this Agreement or any certificates or other documents delivered by Vanguard pursuant to this Agreement at the Closing; provided that in determining whether any such representation or warranty has been breached or is inaccurate, such representation or warranty shall be construed as if material adverse effect or materiality is not a qualification thereto; provided further, that if Buyer elects not to provide an Equity Portion of the Purchase Price in accordance with Section 1.3, a breach or inaccuracy in any representation or warranty by Vanguard contained in Article V of this Agreement will not result in any Seller Indemnified Party suffering Losses for which it is entitled to indemnification, defense or being saved and held harmless pursuant to this Article IX. (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's Selling Parties’ cumulative aggregate liability for Losses under Section 9.2(a)(i) and Buyer’s cumulative aggregate liability under Section 8.2(a)(i9.2(b)(i) and 9.2(b)(v), and 8.2(a)(iii) and the Buyer's aggregate liability under Section 8.2(b)(i) shall not, in either each case, shall not exceed 30% of the Purchase Price $50 million (the "“Cap"”); provided, however, that the Cap shall not be applicable with respect to breaches by Seller (i) Breaches under Sections 2.2 (Validity of Agreement), 2.5 (Capitalization of ENP GP; General Partner Interest; Subject Common Units), 2.11 (Brokers), 3.4 (Partnership Capitalization, Title to Subject Common Units), 4.2 (Validity of Agreement; Authorization) or 4.5 (Brokers), 5.2(c) (Issuance of Vanguard Common Units), 5.3 (Validity of Agreement) and 5.17 (Brokers) hereof, (ii) Losses with respect to matters that constitute fraud or intentional misrepresentation, (iii) Losses with respect to Taxes, the liability with respect to which shall be as set forth in Sections 9.2(a)(iii) and 9.2(b)(iv), or (iv) Losses with respect to any Plans or Plan Liability, the liability with respect to which shall be as set forth in Section 2.2 and 2.99.2(a)(v); (ii) Buyer’s cumulative aggregate liability for Losses under Section 9.2(b)(v) shall not exceed thirteen percent of the value of the Equity Portion of the Purchase Price, if any (the “Vanguard Cap”); provided, however, that the Vanguard Cap shall not be applicable with respect to (i) breaches under Sections 5.2(c) (Issuance of Vanguard Common Units), 5.3 (Validity of Agreement), 5.10 (Tax Matters), and 5.17 (Brokers) hereof or (ii) Losses with respect to matters that constitute fraud or intentional misrepresentation; (iii) no indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, Selling Parties under Section 8.2(a)(i9.2(a)(i) or against Buyer under Section 8.2(b)(i9.2(b)(i) and Section 9.2(b)(v) shall be required unless and until the cumulative aggregate amount of such Losses Losses, in each case, exceeds $8,000,000 3,800,000 (the "Threshold"“Deductible”), at which point the Selling Parties shall be obligated to indemnify the Buyer Indemnified Parties or Buyer shall be obligated to indemnify the Seller or the BuyerIndemnified Parties, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to for the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold and the Deductible shall not be applicable with respect to (i) breaches under Sections 2.22.2 (Validity of Agreement), 2.5 (Capitalization of ENP GP; General Partner Interest; Subject Common Units), 2.11 (Brokers), 3.4 (Partnership Capitalization, Title to Subject Common Units), 4.2 (Validity of Agreement; Authorization), 4.5 (Brokers), 5.2(c) (Issuance of Vanguard Common Units), 5.3 (Validity of Agreement), and 2.95.17 (Brokers) hereof, (ii) Losses with respect to matters that constitute fraud or intentional misrepresentation, (iii) Losses with respect to those Taxes the liability with respect to which are set forth in Sections 9.2(a)(iii) and 9.2(b)(iv), or (iv) Losses with respect to any Plans or Plan Liability, the liability with respect to which shall be as set forth in Section 9.2(a)(v); (iiiiv) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may bebe (such party seeking indemnification pursuant to this Article IX, the “Indemnified Party,” and the other party, the “Indemnifying Party”), shall be determined without giving effect to any materiality or Material Adverse Effect qualifiers and shall be reduced by any third-party insurance which benefits or third party recoveries actually received by the Indemnified Party with respect to such Loss (net of costs incurred to recover such insurance benefits and third party actually receives in respect of or as a result of such Lossesrecoveries, deductibles, and retropremiums). If any To the extent an Indemnified Party suffers Losses for which indemnification was provided hereunder the Indemnifying Party is subsequently reduced by liable for indemnification, the Indemnified Party shall submit a claim to collect any amounts available under third-party insurance or coverage and from other indemnification benefit or recovery actually received third parties reasonably liable for any Loss suffered by the party for which indemnification was provided, the amount of the reduction shall be remitted to the Indemnifying Party (as hereinafter defined)Indemnified Party; (ivv) no claim may be asserted nor may any action be commenced (A) against the Seller any Party for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller other Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and9.1; (vvi) an no Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses.; and (dvii) Notwithstanding anything in if the Closing occurs, no Indemnified Party is entitled to indemnification or any other recovery under this Agreement with respect to any breach or inaccuracy in any representation or warranty of an Indemnifying Party (A) that would have given the contrary (includingIndemnified Party a right to terminate this Agreement under Section 8.1 of this Agreement, without limitation, the provisions of Section 8.2(c)(i) and (ii))B) of which the Indemnified Party had Knowledge before the Closing, Seller hereby indemnifies and agrees whether pursuant to defend, save and hold the Buyer harmless from all Losses suffered by the Buyer resulting from any judgment a notice delivered under Section 6.6 or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or any affiliate of the Sellerotherwise.

Indemnification Coverage. (a) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit, Shares and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have have, the Seller hereby indemnifies Sellers shall jointly and agrees severally indemnify and agree to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company NNGC and each of their officers, directors, employees, agents and affiliates (other than the SellerSellers) (collectively, the "Buyer Indemnified Parties") harmless for if any such Buyer Indemnified Party shall at any time or from time to time suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "Loss") suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller Sellers or the breach of any warranty by the Seller Sellers contained in this Agreement (other than those contained in Section 3.9) or any certificates or other documents delivered pursuant to this Agreement on Closing; (ii) any failure by the Seller Sellers to perform or observe any term, provision, covenant, or agreement (other than those contained in Section 5.11) on the part of the Seller Sellers to be performed or observed under this Agreement;; and (iii) the Reorganization Transactions; or (iv) the Excluded Subsidiaries any Pre-Closing Taxes or any assets breach or obligations inaccuracy in any representation or warranty by Sellers in Section 3.9 or any failure by Sellers to perform or observe any term, provision, covenant or agreement on the part of such entitiesSellers to be performed or observed under Section 5.11. (b) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit Shares and regardless of any investigation at any time made by or on behalf of the Seller Sellers or of any knowledge or information that the Seller Sellers may have, and the Buyer hereby indemnifies shall indemnify and agrees agree to defend, save and hold the Seller Sellers and their its officers, directors, employees, agents and affiliates (collectively, the "Seller Indemnified Parties") harmless for any Loss suffered by if any such Seller Indemnified Party shall at any time or from time to time suffer any Loss arising out of, relating to to, or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; orand (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this Agreement. (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's Sellers' aggregate liability under Section 8.2(a)(i), ) and 8.2(a)(iii(ii) and the Buyer's aggregate liability under Section 8.2(b)(i8.2(b) shall not, in either case, exceed 30% of the Purchase Price $208,800,000 (the "Cap"); provided, however, that the Cap shall not be applicable to breaches by Seller under Section 2.2 2.5 or 3.2; and 2.9the Seller's aggregate liability under Section 8.2(iii) shall not exceed $208,800,000 (the "Tax Cap"); (ii) no indemnification for any Losses asserted against the Buyer or the SellerSellers, as the case may be, under Section 8.2(a)(i) or (ii) or Section 8.2(b)(i8.2(b) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $8,000,000 (the "Threshold")5,000,000, at which point the Seller Sellers or the Buyer, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 5,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold and the Deductible shall not be applicable to breaches under Sections 2.2, and 2.9Section 2.5 or 3.2 or Losses asserted against Sellers under Section 8.2(a)(iii); (iii) no indemnification for any Losses asserted against Sellers under Section 8.2(a)(iii) for a breach of any inaccuracy of any representation under Section 3.9 or failure by Sellers to perform any covenant under Section 5.11 shall be required unless and until the cumulative aggregate amount of such Losses exceeds $50,000, at which point Sellers shall be obligated to indemnify the Indemnified Party the full amount of such Losses; (iv) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may be, shall be reduced by any third-party insurance which such party actually receives in respect of or as a result of such Losses. If any Losses for which indemnification was is provided hereunder is subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was providedrecovery, the amount of the reduction shall be remitted to the Indemnifying Party (as hereinafter defined); (ivv) no claim may be asserted nor may any action be commenced (A) against the Seller Sellers for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller Sellers describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and; (vvi) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses; and (vii) no Losses shall be recoverable under this Agreement by an Indemnified Party to the extent that the Losses are capital items that have historically been included in NNGC's rate base. (d) Notwithstanding anything in contained herein, Buyer shall not be entitled to indemnification under this Agreement for any Loss arising out of, relating to the contrary (including, without limitation, the provisions of Section 8.2(c)(i) and (ii)), Seller hereby indemnifies and agrees to defend, save and hold the Buyer harmless from all Losses suffered by the Buyer or resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets Legal Proceedings set forth in Section 8.2 of the Company and its Subsidiaries to the Seller or any affiliate of the SellerDisclosure Letter.

Indemnification Coverage. (a) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit, Shares and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have have, the Seller hereby indemnifies Sellers shall jointly and agrees severally indemnify and agree to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company NNGC and each of their officers, directors, employees, agents and affiliates (other than the SellerSellers) (collectively, the "Buyer Indemnified Parties") harmless for if any such Buyer Indemnified Party shall at any time or from time to time suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "Loss") suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller Sellers or the breach of any warranty by the Seller Sellers contained in this Agreement (other than those contained in Section 3.9) or any certificates or other documents delivered pursuant to this Agreement on Closing; (ii) any failure by the Seller Sellers to perform or observe any term, provision, covenant, or agreement (other than those contained in Section 5.11) on the part of the Seller Sellers to be performed or observed under this Agreement;; and (iii) the Reorganization Transactions; or (iv) the Excluded Subsidiaries any Pre-Closing Taxes or any assets breach or obligations inaccuracy in any representation or warranty by Sellers in Section 3.9 or any failure by Sellers to perform or observe any term, provision, covenant or agreement on the part of such entitiesSellers to be performed or observed under Section 5.11. (b) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit Shares and regardless of any investigation at any time made by or on behalf of the Seller Sellers or of any knowledge or information that the Seller Sellers may have, and the Buyer hereby indemnifies shall indemnify and agrees agree to defend, save and hold the Seller Sellers and their its officers, directors, employees, agents and affiliates (collectively, the "Seller Indemnified Parties") harmless for any Loss suffered by if any such Seller Indemnified Party shall at any time or from time to time suffer any Loss arising out of, relating to to, or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; orand (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this Agreement. (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's Sellers' aggregate liability under Section 8.2(a)(i), ) and 8.2(a)(iii(ii) and the Buyer's aggregate liability under Section 8.2(b)(i8.2(b) shall not, in either case, exceed 30% of the Purchase Price $208,800,000 (the "Cap"); provided, however, that the Cap shall not be applicable to breaches by Seller under Section 2.2 2.5 or 3.2; and 2.9the Seller's aggregate liability under Section 8.2(iii) shall not exceed $208,800,000 (the "Tax Cap"); (ii) no indemnification for any Losses asserted against the Buyer or the SellerSellers, as the case may be, under Section 8.2(a)(i) or (ii) or Section 8.2(b)(i8.2(b) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $8,000,000 (the "Threshold")5,000,000, at which point the Seller Sellers or the Buyer, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 5,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold and the Deductible shall not be applicable to breaches under Sections 2.2, and 2.9Section 2.5 or 3.2 or Losses asserted against Sellers under Section 8.2(a)(iii); (iii) no indemnification for any Losses asserted against Sellers under Section 8.2(a)(iii) for a breach of any inaccuracy of any representation under Section 3.9 or failure by Sellers to perform any covenant under Section 5.11 shall be required unless and until the cumulative aggregate amount of such Losses exceeds $50,000, at which point Sellers shall be obligated to indemnify the Indemnified Party the full amount of such Losses; (iv) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may be, shall be reduced by any third-party insurance which such party actually receives in respect of or as a result of such Losses. If any Losses for which indemnification was is provided hereunder is subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was providedrecovery, the amount of the reduction shall be remitted to the Indemnifying Party (as hereinafter defined); (ivv) no claim may be asserted nor may any action be commenced (A) against the Seller Sellers for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller Sellers describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation representa- tion or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and; (vvi) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses; and (vii) no Losses shall be recoverable under this Agreement by an Indemnified Party to the extent that the Losses are capital items that have historically been included in NNGC's rate base. (d) Notwithstanding anything in contained herein, Buyer shall not be entitled to indemnification under this Agreement for any Loss arising out of, relating to the contrary (including, without limitation, the provisions of Section 8.2(c)(i) and (ii)), Seller hereby indemnifies and agrees to defend, save and hold the Buyer harmless from all Losses suffered by the Buyer or resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets Legal Proceedings set forth in Section 8.2 of the Company and its Subsidiaries to the Seller or any affiliate of the SellerDisclosure Letter.

Indemnification Coverage. (a) Notwithstanding From and after the Closing or Closing, the delivery of the Subject Membership Interest Selling Parties shall indemnify and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company Partnership Entities and their Affiliates and each of their officers, directors, employees, employees and agents and affiliates (other than the Seller) (collectively, the "“Buyer Indemnified Parties"”) harmless for if any such Buyer Indemnified Party shall suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Taxtax, expense (including reasonable attorneys'’, consultants' ’ and experts' ’ fees), claim or cause of action (each, a "“Loss",” and collectively, “Losses”) suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller Selling Parties or the breach of any warranty by the Seller Selling Parties contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on at the Closing;; and (ii) any failure by the Seller Selling Parties to perform or observe any term, provision, covenant, or agreement on the part of the Seller Selling Parties to be performed or observed under this Agreement; (iii) the Reorganization Transactions; or (iv) the Excluded Subsidiaries or any assets or obligations of such entities. (b) Notwithstanding From and after the Closing or the delivery of the Subject Membership Interest Closing, Buyer shall indemnify and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller Selling Parties and their Affiliates and each of their officers, directors, employees, employees and agents and affiliates (collectively, the "“Seller Indemnified Parties"”) harmless for any Loss suffered by if any such Seller Indemnified Party at shall suffer any time or from time to time Loss arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on at the Closing; orand (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this Agreement. (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's aggregate liability under Section 8.2(a)(i), and 8.2(a)(iii) and the Buyer's aggregate liability under Section 8.2(b)(i) shall not, in either case, exceed 30% of the Purchase Price (the "Cap"); provided, however, that the Cap shall not be applicable to breaches by Seller under Section 2.2 and 2.9; (ii) no indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, under Section 8.2(a)(i) or Section 8.2(b)(i) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $8,000,000 (the "Threshold"), at which point the Seller or the Buyer, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold and the Deductible shall not be applicable to breaches under Sections 2.2, and 2.9; (iii) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may bebe (such party seeking indemnification pursuant to this Article IX, the “Indemnified Party,” and the other party, the “Indemnifying Party”), shall be reduced by any third-party insurance which such insurance, third-party actually receives recoveries and available tax benefits received or realizable by the Indemnified Party through its commercially reasonable efforts in respect of or as a result of such Losses. If The Indemnified Party shall use commercially reasonable efforts to collect any Losses for which indemnification was provided hereunder is subsequently reduced by any amounts available under such insurance coverage and from such other third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was provided, the amount of the reduction shall be remitted alleged to the Indemnifying Party (as hereinafter defined)have responsibility and to realize any available tax benefits; (ivii) no claim may be asserted nor may any action be commenced (A) against the Seller any party for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller other party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved)9.1; and (viii) an no Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses. (d) Notwithstanding anything in this Agreement to the contrary (including, without limitation, the provisions of Section 8.2(c)(i) and (ii)), Seller hereby indemnifies and agrees to defend, save and hold the Buyer harmless from all Losses suffered by the Buyer resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or any affiliate of the Seller.

Indemnification Coverage. (a) Notwithstanding From and after the Closing or Closing, the delivery of the Subject Membership Interest Selling Parties shall indemnify and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company Partnership Entities and their Affiliates and each of their officers, directors, employees, employees and agents and affiliates (other than the Seller) (collectively, the "Buyer Indemnified PartiesBUYER INDEMNIFIED PARTIES") harmless for if any such Buyer Indemnified Party shall suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "LossLOSS," and collectively, "Losses") suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller Selling Parties or the breach of any warranty by the Seller Selling Parties contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on at the Closing; provided, that in determining whether any such representation or warranty has been breached or is inaccurate, such representation or warranty shall be construed as if Material Adverse Effect or materiality is not a qualification thereto; (ii) any failure by the Seller Selling Parties to perform or observe any term, provision, covenant, or agreement on the part of the Seller Selling Parties to be performed or observed under this Agreement; (iii) the Reorganization Transactions; orfailure by the Selling Parties to comply with any applicable statutory provisions relating to bulk sales and transfers; (iv) subject to Section 8.2(c) hereof, any of the Excluded Subsidiaries matters listed on Schedule 2.21 hereto; and (v) any fines, penalties, or amounts paid to settle or resolve the last matter listed on Schedule 2.7 as of the date of this Agreement. provided, however, that if any Loss for which Buyer would otherwise be entitled to seek indemnity from the Selling Parties under this Section 8.2(a) is included within the matters for which the Partnership Entities or any assets other Buyer Indemnified Party would be entitled to indemnity under any of Section 3.1 of the Old Omnibus Agreement, Article IV of the New -52- Omnibus Agreement or obligations Section 10.1(b) of the WPL Contribution Agreement (such entitiesprovisions are collectively referred to herein as the "ADDITIONAL PARTNERSHIP INDEMNITY AGREEMENTS"), even if recovery under the Additional Partnership Indemnity Agreements is not available due to the expiration of any applicable survival period or any applicable deductible, threshold, maximum or "cap" thereon, then none of the Buyer Indemnified Parties shall be entitled to indemnification with respect to such matter or matters under this Section 8.2(a). The foregoing proviso shall not be deemed to amend, supplement or modify in any way the Additional Partnership Indemnity Agreements. (b) Notwithstanding From and after the Closing or the delivery of the Subject Membership Interest Closing, Buyer shall indemnify and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller Selling Parties and their Affiliates and their officers, directors, employees, employees and agents and affiliates (collectively, the "Seller Indemnified PartiesSELLER INDEMNIFIED PARTIES") harmless for any Loss suffered by if any such Seller Indemnified Party at shall suffer any time or from time to time Loss arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on at the Closing; or; (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this Agreement; (iii) with respect to any of the Partnership Entities, whether occurring before or after Closing to the extent such Losses are not covered by Section 8.2(a), except in the case, and only to the extent, of Losses that arise out of, or relate to or result from matters covered under the Additional Partnership Indemnity Agreements or otherwise covered under the Transaction Documents, the WPL Contribution Agreement or the Old Omnibus Agreement; and (iv) any Losses arising under the second paragraph of Section 3.1 and Section 3.2, in each case, of the Assignment and Assumption Agreement (as defined in Section 9.16), other than Affiliate intercompany obligations. (c) Buyer and the Selling Parties hereby acknowledge and agree as follows: (i) Buyer agrees, on the terms and subject to the conditions specified in this Section 8.2(c), to assume at the Closing the obligations of ▇▇▇ under the Additional Partnership Indemnity Agreements to indemnify the Partnership Entities for the environmental remedial obligations specified in Schedule 8.2(c) hereto. (ii) The Partnership and ▇▇▇ have (A) identified environmental remedial obligations in Schedule 8.2(c) hereto for which ▇▇▇ is, subject only to Section 8.2(c)(iii), required to indemnify the Partnership pursuant to the Additional Partnership Indemnity Agreements and (B) prepared estimates of the costs expected to be incurred by the Partnership in connection with remediation activities to be undertaken in connection with such matters, and the Partnership, in accordance with GAAP, has recognized as a liability for such estimated costs and expenses to be incurred a total of $21,870,000 (as of March 31, 2003), consisting of both the current and long-term portions of such liability. Included in Schedule 8.2(c) hereto is a schedule setting forth in reasonable detail the projected schedule for the incurrence of such costs and expenses. (iii) Buyer hereby covenants and agrees that it will pay on behalf of ▇▇▇ when due to the Partnership Entities under the Additional Partnership Indemnity Agreements all amounts that otherwise would be required to be paid by ▇▇▇ thereunder in respect of the matters listed under the column entitled "Site Name" in Schedule 8.2(c) hereto, such payments to be made by Buyer from time to time as and when such amounts otherwise would become due and payable by ▇▇▇ and whether or not such amounts become due and payable before or after the time(s) projected in Schedule 8.2(c) (and ▇▇▇ agrees to notify Buyer promptly upon the request of any Partnership Entity or other Person for any payment subject to this clause (iii) of Section 8.2(c)). (iv) If (A) the matters specified under the column entitled "Site Name" in Schedule 8.2(c) hereto are determined to have reached closure by the appropriate Governmental Authority or have otherwise been finally resolved and all payments required to be made under the Additional Partnership Indemnity Agreements with respect thereto have been made by Buyer as provided in clause (iii) of this Section 8.2(c), (B) the Maximum Obligation (as defined below) has not been reached and (C) ▇▇▇ or the other Selling Parties have continuing indemnity obligations under the Additional Partnership Indemnity Agreements, Section 8.2(a)(i) hereof (in respect of a breach of a representation in Section 2.21 hereof) or Section 8.2(a)(iv) hereof, then Buyer covenants and agrees that, only to the extent of the Maximum Obligation, it shall pay any amounts that become payable by ▇▇▇ or the other Selling Parties under any of the continuing indemnity obligations referred to in clause (C) of this Section 8.2(c)(iv) from time to time as and when amounts would otherwise be payable by ▇▇▇ or the other Selling Parties. (v) If (A) the conditions referenced in clauses (iv)(A) and (iv)(B) of this Section 8.2(c) exist and the obligations of ▇▇▇ and the other Selling Parties under the provisions referenced in clause (iv)(C) of this Section 8.2(c) have expired and no amounts remain payable by ▇▇▇ or the other Selling Parties thereunder and (B) ▇▇▇ and the other Selling Parties (or their respective successors) and the Partnership furnish to Buyer a certificate from their respective chief financial officers or chief legal officers to such effect, then promptly upon receipt of such certificates in proper form Buyer shall pay to the Selling Parties the remaining unpaid amount, if any, of the Maximum Obligation. (vi) Buyer agrees that it shall use commercially reasonable efforts to cause the Partnership Entities to treat any payments made by Buyer under clauses (iii) or (iv) of this Section 8.2(c) as a payment by ▇▇▇ or the other Selling Parties under the applicable Additional Partnership Indemnity Agreement in respect of which such payment is made, and Buyer shall indemnify and hold harmless ▇▇▇ and the other Selling Parties from any and all Losses caused by the failure or refusal of the Partnership Entities or any other Person to treat any payment so made by Buyer in accordance with clause (iii) or (iv) of this Section 8.2(c) as a payment made by or on behalf of ▇▇▇ or the other Selling Parties, as case may be, pursuant to the referenced indemnity obligation of such Person(s). (vii) For purposes of this Section 8.2(c), Buyer shall pay to the Partnership all amounts due under this Section 8.2(c) following receipt of such amounts due from the General Partner on behalf of the Partnership. The determination of amounts and when they are due shall be made in good faith solely by the General Partner; provided, however, that Buyer shall not be required to make any such payments within less than twenty (20) days after receipt of the General Partner's determination; provided, further, Buyer shall indemnify and hold harmless the Selling Parties from any and all Losses caused by any delay by Buyer in making any such payment to the Partnership under this Section 8.2(c)(vii). (viii) Notwithstanding the foregoing provisions of this Section 8.2(c), in no event shall the aggregate amounts payable by or on behalf of Buyer under this Section 8.2(c) exceed $21,870,000 (the "MAXIMUM OBLIGATION"). (d) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's Selling Parties' aggregate liability under Section 8.2(a)(i), and 8.2(a)(iii) and the Buyer's aggregate liability under Section 8.2(b)(i8.2(a) shall not, in either case, not exceed 30% of the Purchase Price $175,000,000 (the "CapCAP"); provided, however, that the Cap shall not be applicable with respect to Losses otherwise indemnifiable under Section 8.2(a)(i) with respect to breaches by Seller or inaccuracies of Section 2.27 or under Section 2.2 and 2.98.2(a)(v); (ii) no indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, Selling Parties under Section 8.2(a)(i) or Section 8.2(b)(i) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $8,000,000 4,000,000 (the "ThresholdDEDUCTIBLE"), at which point the Seller or the Buyer, as the case may be, Selling Parties shall be obligated to indemnify the Buyer Indemnified Party (as hereinafter defined) only as to Parties the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i)Cap; provided, provided however, that the Threshold and the Deductible shall not be applicable to breaches under Sections 2.2, and 2.92.3, 2.5, 2.11(b), 2.18, 2.21 or 2.27 hereof or recovery under Sections 8.2(a)(ii), 8.2(a)(iii), 8.2(a)(iv) or 8.2(a)(v) hereof; (iii) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may bebe (such party seeking indemnification pursuant to this Article VIII, the "INDEMNIFIED PARTY," and the other party, the "INDEMNIFYING PARTY"), shall be reduced by any third-party insurance or other indemnification benefits which such party actually receives in respect of or as a result of such Losses, less the reasonable costs incurred to recover those insurance or indemnification benefits to the extent such costs are not otherwise recovered. If any Losses for which indemnification was is provided hereunder is subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was providedrecovery, the amount of the reduction shall be remitted to the Indemnifying Party. In the case of any purchase agreement between a Partnership Entity and a third-party relating to the acquisition of assets, businesses or securities by such Partnership Entity that contains unexpired and otherwise applicable indemnification provisions, if any Loss for which Buyer is entitled to seek indemnity from the Selling Parties under Section 8.2(a) is also included within the matters for which the Partnership Entities are entitled to indemnity under any such third-party agreement, Buyer agrees to use commercially reasonable efforts to cause any such Partnership Entity first to pursue indemnification under such third-party agreement in good faith for a reasonable period of time prior to enforcing any claim against the Selling Parties for indemnification hereunder. Nothing in the foregoing sentence shall (i) prejudice the rights of the Buyer Indemnified Parties to make a claim for indemnification hereunder within the applicable survival period, if any, or (ii) require any Buyer Indemnified Party to file or institute any judicial proceeding or action. In addition, to the extent the Selling Parties make any payments to any Buyer Indemnified Party with respect to any claims covered under the unexpired and otherwise applicable indemnification provisions of such third-party agreements, Buyer agrees to use commercially reasonable efforts to cause the applicable Partnership Entity or Entities, at the sole cost and expense of the Selling Parties, (A) to assign any rights to the Selling Parties under such third-party agreement as hereinafter defined)may be necessary to allow the Selling Parties to independently pursue a claim for indemnification against the counterparty or counterparties to such third-party agreement and (B) to be subrogated to the rights of the applicable Partnership Entity or Entities in respect of such indemnification claims; (iv) no claim may be asserted nor may any action be commenced (A) against the Seller any party for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller other party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and8.1; (v) an no Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses.; and (dvi) Notwithstanding anything the limitations on indemnification set forth in this Agreement to the contrary clauses (including, without limitation, the provisions of Section 8.2(c)(ii) and (ii)), Seller hereby indemnifies and agrees ) of this Section 8.2(d) shall not apply to defend, save and hold any Losses arising from the Buyer harmless from all Losses suffered failure by the Selling Parties or Buyer resulting from to pay any judgment Taxes in accordance with Section 4.9 or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or for any affiliate of the Selleramounts payable in accordance with Section 9.3 hereof.

Indemnification Coverage. (a) Notwithstanding From and after the Closing or the delivery of the Subject Membership Interest and the Golden UnitClosing, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies shall indemnify and agrees to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company Buyer and each of their its respective officers, directors, employees, employees and agents and affiliates (other than the Seller) (collectively, the "“Buyer Indemnified Parties"”) harmless for if any such Buyer Indemnified Party shall suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys'’, consultants' ’ and experts' ’ fees), claim or cause of action (each, a "“Loss",” and collectively, “Losses”) suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller or the breach of any warranty by the Seller contained in this Agreement or any certificates or other documents delivered by Seller pursuant to this Agreement on at the Closing; (ii) any failure by the Seller to perform or observe any term, provision, covenant, or agreement on the part of the Seller to be performed or observed under this Agreement; (iii) the Reorganization Transactions; orSeller’s Taxes; (iv) any broker or other Person claiming to be entitled to an investment banker’s, financial advisor’s, broker’s, finder’s or similar fee or commission in respect of the Excluded Subsidiaries execution of this Agreement or the consummation of the transactions contemplated hereby, by reason of the claiming Person acting at the request of the Seller or its Affiliates; and (v) any assets Plan or obligations of such entitiesPlan Liability. (b) Notwithstanding From and after the Closing or the delivery of the Subject Membership Interest Closing, Buyer shall indemnify and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller and their its respective officers, directors, employees, employees and agents and affiliates (collectively, the "“Seller Indemnified Parties"”) harmless for any Loss suffered by if any such Seller Indemnified Party at shall suffer any time or from time to time Loss arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered by Buyer pursuant to this Agreement on at the Closing; or; (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this Agreement.; (iii) any broker or other Person claiming to be entitled to an investment banker’s, financial advisor’s, broker’s, finder’s or similar fee or commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, by reason of the claiming Person acting at the request of Buyer, Alamo or any of its respective Affiliates; (iv) all Taxes (or nonpayment thereof) of the Operating Entities that are attributable to any taxable period beginning after the Closing Date; and (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's The Buyer’s cumulative aggregate liability under Section 8.2(a)(i), and 8.2(a)(iii) and the Buyer's aggregate liability under Section 8.2(b)(i) for Losses shall not, in either case, not exceed 30% of the Purchase Price $2,000,000.00 (the "“Alamo Cap"”); provided, however, that the Cap shall not be applicable to breaches by Seller under Section 2.2 and 2.9; (ii) no indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, under Section 8.2(a)(i) or Section 8.2(b)(i) shall be required unless and until the ’s cumulative aggregate amount liability for Losses shall not exceed 50% of such Losses exceeds $8,000,000 the market value of 8,500,000 shares of Alamo Stock based on the average sales price of Alamo Stock during the twenty (20) days prior to payment (the "Threshold"“Valuation”). At Range’s option, at which point any amounts payable under this Section 8.2(c)(ii) may be paid in Alamo Stock based on the Seller or the Buyer, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold and the Deductible shall not be applicable to breaches under Sections 2.2, and 2.9;Valuation. (iii) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may bebe (such party seeking indemnification pursuant to this Article IX, the “Indemnified Party,” and the other party, the “Indemnifying Party”), shall be reduced by determined without giving effect to any third-party insurance which such party actually receives in respect of materiality or as a result of such Losses. If any Losses for which indemnification was provided hereunder is subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was provided, the amount of the reduction shall be remitted to the Indemnifying Party (as hereinafter defined)Material Adverse Effect qualifiers; (iv) no claim may be asserted nor may any action be commenced (A) against the Seller any Party for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller other Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and8.1; (v) an no Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses.; and (dvi) Notwithstanding anything in if the Closing occurs, no Indemnified Party is entitled to indemnification or any other recovery under this Agreement with respect to any breach or inaccuracy in any representation or warranty of an Indemnifying Party (A) that would have given the contrary (includingIndemnified Party a right to terminate this Agreement, without limitation, the provisions of Section 8.2(c)(i) and (ii))B) of which the Indemnified Party had Knowledge before the Closing, Seller hereby indemnifies and agrees whether pursuant to defend, save and hold the Buyer harmless from all Losses suffered by the Buyer resulting from any judgment a notice delivered under Section 5.7 or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or any affiliate of the Sellerotherwise.

Indemnification Coverage. (a) Notwithstanding the Closing or the delivery of the Subject Membership Interest Except with respect to Taxes, indemnification for which is dealt with exclusively in Section 11.5, EME shall indemnify and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the BuyerPurchaser Indemnified Parties harmless from and against any and all claims, the Companydemands, the Subsidiaries suits, losses (including loss of the Company value), liabilities, damages, costs and each expenses, including reasonable attorneys' fees and costs of their officersinvestigation, directorslitigation, employees, agents settlement and affiliates (other than the Seller) judgment (collectively, the "Buyer Indemnified PartiesLosses") harmless for any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim which they sustain or cause of action (each, suffer or to which they become subject as a "Loss") suffered by any such Buyer Indemnified Party at any time or from time to time arising out result of, relating to or resulting from any of the following: (i) any inaccuracy in or any breach, as of the Effective Date or the Closing Date, of any representation or warranty of any of the Seller Parties contained in this Agreement, any Related Agreement or any certificates or other documents delivered pursuant to this Agreement (other than a breach of the representation or warranty set forth in Section 4.16 which is indemnified under clause (iii) below) or any Related Agreement; provided, however, that if any such representation or warranty is qualified in any respect by reference to materiality or Material Adverse Effect, for purposes of this clause (i) such qualification shall in all respects be disregarded; provided, further, that if the occurrence of an event disclosed in an update pursuant to Section 6.20 is expressly permitted by Section 6.3, or the Purchaser's condition in Section 8.2(e) was satisfied by waiver, then disclosure of such event shall not be disregarded for purposes of determining whether there was any inaccuracy in, or any breach of, any representation or warranty as of the Closing Date. (ii) any failure to perform or observe any term, provision, covenant or agreement in this Agreement or any Related Agreements to be performed or observed by the Seller Parties or any of them; (iii) all Pre-Closing Environmental Liabilities, provided that any and all claims under this provision must be asserted prior to the fourth anniversary of the Closing Date; (iv) all Pre-Closing Intragroup Liabilities; (v) any failure by an Acquired Company to obtain from National Power Corporation the Certificate of Completion of Kalayaan II Unit 2 under the BROT Agreement, dated November 6, 1998, stating a date of completion for the Project known as "CBK" of January 22, 2004 or earlier; and (vi) the ownership or operation of the Excluded Items (including any obligation that may be imposed on the Purchaser or any of its Affiliates under the New Zealand Takeovers Code or otherwise as a result of the Contact Sale Transaction) and any Project or Project-Specific Acquired Company (and any related business) that becomes separated from MEC BV and its Subsidiaries as a result of the exercise of a Preemptive Right or is otherwise not sold or transferred to the Purchaser and its Affiliates pursuant to this Agreement, as well as the ownership or operation prior to the Closing Date of any Acquired Holding Company of any such Project-Specific Acquired Company that is rendered inactive and has no direct or indirect ownership interest in an active Acquired Company as a result of such separation. (b) Except with respect to Taxes, indemnification for which is dealt with exclusively in Section 11.5, in the case of clause (i) below only, the Purchaser Parties severally and, in the case of the remainder of this Section 11.3(b), the Purchaser, shall indemnify and defend, save and hold the Sellers and their respective Affiliates, successors and permitted assigns (collectively the "EME Indemnified Parties") harmless from and against any and all Losses which they sustain or suffer or to which they become subject as a result of: (i) any inaccuracy in any representation by the Seller any Purchaser Party (or any Purchaser Designee) or the breach of any warranty by the Seller any Purchaser Party (or any Purchaser Designee) contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closingwithout regard to any of the qualifications as to materiality or Material Adverse Effect set forth herein or therein; (ii) any failure by the Seller to perform or observe any term, provision, covenant, covenant or agreement on the part of the Seller in this Agreement to be performed or observed under this Agreement;by any Purchaser Party (or any Purchaser Designee); and (iii) after the Reorganization Transactionsapplicable Project Closing, any EME Guarantee or letter of credit in respect of which any of the EME Guarantee Parties or other pertinent EME Subsidiaries was not fully and unconditionally released as contemplated by Section 6.14, to the extent any such EME Guarantee or letter of credit relates to the Project-Specific Acquired Companies that were the subject of such Project Closing; orand (iv) Third Party Claims arising from the Excluded Subsidiaries ownership or any assets or obligations operation of such entities. (b) Notwithstanding the Acquired Companies and their respective businesses by the Purchaser after the Closing or the delivery of the Subject Membership Interest and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller and their officers, directors, employees, agents and affiliates (collectively, the "Seller Indemnified Parties") harmless for any Loss suffered by any such Seller Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the following: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; or (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this AgreementDate. (c) The foregoing indemnification obligations in Sections 11.3(a) and 11.3(b) shall be subject to the following limitations: (i) the Seller's The aggregate amount of Losses for which EME has liability under Section 8.2(a)(i), and 8.2(a)(iii11.3(a)(i) and Section 11.3(a)(iii) and for which the Buyer's aggregate Purchaser Parties have liability under Section 8.2(b)(i11.3(b)(i) shall not, in either case, exceed a dollar amount equal to thirty percent (30% %) of the sum of the unadjusted Project Purchase Price Prices of all Projects acquired by the Purchaser or Purchaser Designees under this Agreement (the "Cap"); provided, however, that the Cap shall not be applicable to breaches by Seller under any untruth or inaccuracy in any representation or the breach of any warranty contained in Sections 4.1 or 5.1 (Organization and Good Standing), Section 2.2 4.2(Authority and 2.9;Enforceability), Section 4.5 (Ownership Interests) or Section 4.4(c) (Consents). (ii) no No indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, EME under Section 8.2(a)(i11.3(a)(i) or Section 8.2(b)(i11.3(a)(iii) or against any Purchaser Party under Section 11.3(b)(i) shall be required (x) unless and until the cumulative aggregate amount of all such Losses exceeds a dollar amount equal to $8,000,000 20,000,000 (the "ThresholdDeductible Amount"), at which point the Seller EME or the BuyerPurchaser Parties, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 (the "Deductible")Deductible Amount only, subject up to the limitation Cap set forth in Section 8.2(c)(i11.3(c)(i); provided, however, that individual claims of $50,000 or less (or its equivalent in foreign currency) (the Threshold and the Deductible "Individual Claims Limit") shall not be applicable aggregated for purposes of calculating either the Deductible Amount or the excess of Losses over the Deductible Amount; provided, further, that nothing in this Section 11.3(c)(ii) shall apply to breaches under indemnification for Losses asserted against an Indemnifying Party arising from any untruth or inaccuracy in any representation or breach of any warranty contained in Sections 2.24.1 or 5.1 (Organization and Good Standing), Section 4.2 (Authority and 2.9;Enforceability), Section 4.5 (Ownership Interests), Section 4.10 (Title to Properties) or Section 4.13 (Taxes) or Section 4.18 (Sufficient Assets). For the avoidance of doubt, any Losses incurred in excess of the Project Deductible Amount shall, prior to the exhaustion of the Deductible Amount, be applied towards such Deductible Amount. (iii) Subject in every case to the Cap set forth in Section 11.3(c)(i) above, the aggregate amount of Losses for which EME has liability under Section 11.3(a)(iii) with respect to any Project shall not, in any case, exceed a dollar amount equal to one hundred percent (100%) of the unadjusted Project Purchase Price for such Project (the "Environmental Sublimit"). No indemnification for any Losses asserted against EME under Section 11.3(a)(iii) with respect to any Project shall be required unless and until (i) the amount of all such Losses with respect to such Project exceeds a dollar amount equal to $5,000,000 (the "Project Deductible Amount") and (ii) the Deductible Amount set forth in Section 11.3(c)(ii) has been exhausted, at which point EME shall be obligated to indemnify the Indemnified Party as to the amount of any such Losses in excess of the Project Deductible Amount and the Deductible Amount only up to the Environmental Sublimit for such Project, provided, that individual Losses under Section 11.3(a)(iii) which do not exceed the Individual Claims Limit shall not be aggregated for purposes of calculating the Project Deductible Amount or the Deductible Amount or the excess of Losses over the Project Deductible Amount or the Deductible Amount. (iv) The aggregate amount of Losses for which EME has liability under Section 11.3(a)(v) shall not exceed a dollar amount equal to $102,700,000. (v) An Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses. Without limiting the foregoing, the amount of any Losses suffered by a Seller an Indemnified Party or a Buyer Indemnified Party, as the case may be, shall be reduced by any third-party insurance payments, or other payments from third parties, which such party actually Indemnified Party receives in respect of or as a result of such Losses. If any Losses for which indemnification was is provided and paid hereunder is are subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was providedpayments from third parties, the amount of the reduction shall be remitted to the applicable Indemnifying Party (as hereinafter defined);net of Tax and other costs of recovery. (ivvi) no No claim may be asserted nor may any action Action be commenced (Afor indemnity pursuant to Section 11.3(a)(i) against the Seller for breach or inaccuracy of any representation or breach of a warrantyunder this Article XI, unless written notice of such claim or action is received by the Seller Action, describing in reasonable detail the known facts and circumstances with respect to the subject matter of such claim or action Action, is provided to the applicable Indemnifying Party on or prior to the date on which end of the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and (v) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same LossesSurvival Period. (dvii) Notwithstanding anything In no event shall any Indemnifying Party be liable to any Indemnified Party pursuant to this Article XI for any Losses in this Agreement the nature of consequential damages, punitive damages, restitution, lost profits and damage to reputation, in each case except for indemnification for Third Party Claims. (viii) In determining the amount of indemnification due under Sections 11.3 and 11.5, all payments shall be reduced by, or returned to the contrary (including, without limitationIndemnifying Party in, the provisions amount of Section 8.2(c)(i) and (ii)), Seller hereby indemnifies and agrees to defend, save and hold the Buyer harmless from all Losses suffered any Tax benefit actually realized by the Buyer resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or Indemnified Party on account of the underlying assets of claim promptly after the Company and its Subsidiaries to the Seller or any affiliate of the Sellerbenefit is realized.

Indemnification Coverage. (a) Notwithstanding From and after the Closing or Closing, the delivery of the Subject Membership Interest Selling Parties shall indemnify and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold Buyer and ENP GP and their Affiliates (other than the Buyer, the Company, the Subsidiaries of the Company Partnership Entities) and each of their respective officers, directors, employees, employees and agents and affiliates (other than the Seller) (collectively, the "“Buyer Indemnified Parties"”) harmless for if any such Buyer Indemnified Party shall suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys'’, consultants' ’ and experts' ’ fees), claim or cause of action (each, a "“Loss",” and collectively, R 20;Losses”) suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller or the breach of any warranty by the Seller Selling Parties contained in this Agreement or any certificates or other documents delivered by any Selling Party pursuant to this Agreement on at the Closing; provided, that in determining whether any such representation or warranty has been breached or is inaccurate, such representation or warranty shall be construed as if Material Adverse Effect or materiality is not a qualification thereto and provided, further, that a Selling Parties Unknown Matter Breach of Sections 3.15, 3.16 or 3.18 will not result in any Buyer Indemnified Party suffering Losses for which it is entitled to indemnification, defense or being saved and held harmless pursuant to this Article IX; (ii) any failure by the Seller Selling Parties to perform or observe any term, provision, covenant, or agreement on the part of the Seller Selling Parties to be performed or observed under this Agreement; (iii) the Reorganization Transactions; orSelling Parties’ Taxes; (iv) any broker or other Person claiming to be entitled to an investment banker’s, financial advisor’s, broker’s, finder’s or similar fee or commission in respect of the Excluded Subsidiaries execution of this Agreement or the consummation of the transactions contemplated hereby, by reason of the claiming Person acting at the request of the Selling Parties or any assets of their Affiliates; and (v) any Plan or obligations of such entitiesPlan Liability. (b) Notwithstanding From and after the Closing or the delivery of the Subject Membership Interest Closing, Buyer shall indemnify and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller Selling Parties and their Affiliates and their respective officers, directors, employees, employees and agents and affiliates (collectively, the "“Seller Indemnified Parties"”) harmless for any Loss suffered by if any such Seller Indemnified Party at shall suffer any time or from time to time Loss arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered by Buyer pursuant to this Agreement on at the Closing; orprovided that in determining whether any such representation or warranty has been breached or is inaccurate, such representation or warranty shall be construed as if material adverse effect or materiality is not a qualification thereto; (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this Agreement; (iii) any broker or other Person claiming to be entitled to an investment banker’s, financial advisor’s, broker’s, finder’s or similar fee or commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, by reason of the claiming Person acting at the request of Buyer, Vanguard or any of their respective Affiliates; (iv) all Taxes (or nonpayment thereof) of ENP GP and the Partnership Entities that are attributable to any taxable period beginning after the Closing Date, or the portion of the Straddle Period beginning after the Closing Date; and (v) any breach or inaccuracy in any representation or warranty by Vanguard contained in Article V of this Agreement or any certificates or other documents delivered by Vanguard pursuant to this Agreement at the Closing; provided that in determining whether any such representation or warranty has been breached or is inaccurate, such representation or warranty shall be construed as if material adverse effect or materiality is not a qualification thereto; provided further, that if Buyer elects not to provide an Equity Portion of the Purchase Price in accordance with Section 1.3, a breach or inaccuracy in any representation or warranty by Vanguard contained in Article V of this Agreement will not result in any Seller Indemnified Party suffering Losses for which it is entitled to indemnification, defense or being saved and held harmless pursuant to this Article IX. (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's Selling Parties’ cumulative aggregate liability for Losses under Section 9.2(a)(i) and Buyer’s cumulative aggregate liability under Section 8.2(a)(i9.2(b)(i) and 9.2(b)(v), and 8.2(a)(iii) and the Buyer's aggregate liability under Section 8.2(b)(i) shall not, in either each case, shall not exceed 30% of the Purchase Price $50 million (the "“Cap"”); provided, however, that the Cap shall not be applicable with respect to breaches by Seller (i) Breaches under Sections 2.2 (Validity o f Agreement), 2.5 (Capitalization of ENP GP; General Partner Interest; Subject Common Units), 2.11 (Brokers), 3.4 (Partnership Capitalization, Title to Subject Common Units), 4.2 (Validity of Agreement; Authorization) or 4.5 (Brokers), 5.2(c) (Issuance of Vanguard Common Units), 5.3 (Validity of Agreement) and 5.17 (Brokers) hereof, (ii) Losses with respect to matters that constitute fraud or intentional misrepresentation, (iii) Losses with respect to Taxes, the liability with respect to which shal l be as set forth in Sections 9.2(a)(iii) and 9.2(b)(iv), or (iv) Losses with respect to any Plans or Plan Liability, the liability with respect to which shall be as set forth in Section 2.2 and 2.99.2(a)(v); (ii) Buyer’s cumulative aggregate liability for Losses under Section 9.2(b)(v) shall not exceed thirteen percent of the value of the Equity Portion of the Purchase Price, if any (the “Vanguard Cap”); provided, however, that the Vanguard Cap shall not be applicable with respect to (i) breaches under Sections 5.2(c) (Issuance of Vanguard Common Units), 5.3 (Validity of Agreement), 5.10 (Tax Matters), and 5.17 (Brokers) hereof or (ii) Losses with respect to matters that constitute fraud or intentional misrepresentation; (iii) no indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, Selling Parties under Section 8.2(a)(i9.2(a)(i) or against Buyer under Section 8.2(b)(i9.2(b)(i) and Section 9.2(b)(v) shall be required unless and until the cumulative aggregate amount of such Losses Losses, in each case, exceeds $8,000,000 3,800,000 (the "Threshold"“Deductible”), at which point the Selling Parties shall be obligated to indemnify the Buyer Indemnified Parties or Buyer shall be obligated to indemnify the Seller or the BuyerIndemnified Parties, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to for the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold and the Deductible shall not be applicable with respect to (i) breaches under Sections 2.22.2 (Validity of Agreement), 2.5 (Capitalization of ENP GP; General Partner Interest; Subject Common Units), 2.11 (Brokers), 3.4 (Partnership Capitalization, Title to Subject Common Units), 4.2 (Validity of Agreement; Authorization), 4.5 (Brokers), 5.2(c) (Issuan ce of Vanguard Common Units), 5.3 (Validity of Agreement), and 2.95.17 (Brokers) hereof, (ii) Losses with respect to matters that constitute fraud or intentional misrepresentation, (iii) Losses with respect to those Taxes the liability with respect to which are set forth in Sections 9.2(a)(iii) and 9.2(b) (iv), or (iv) Losses with respect to any Plans or Plan Liability, the liability with respect to which shall be as set forth in Section 9.2(a)(v); (iiiiv) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may bebe (such party seeking indemnification pursuant to this Article IX, the “Indemnified Party,” and the other party, the “Indemnifying Party”), shall be determined without giving effect to any materiality or Material Adverse Effect qualifiers and shall be reduced by any third-party insurance which benefits or third party recoveries actually received by the Indemnified Party with respect to such Loss (net of costs incurred to recover such insurance benefits and third party actually receives in respect of or as a result of such Lossesrecoveries, deductibles, and retropremiums). If any To the extent an Indemnified Party suffers Losses for which indemnification was provided hereunder the Indemnifying Party is subsequently reduced by liable for indemnification, the Indemnified Party shall submit a claim to collect any amounts available under third-party insurance or coverage and from other indemnification benefit or recovery actually received third parties reasonably liable for any Loss suffered by the party for which indemnification was provided, the amount of the reduction shall be remitted to the Indemnifying Party (as hereinafter defined)Indemnified Party; (ivv) no claim may be asserted nor may any action be commenced (A) against the Seller any Party for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller other Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and9.1; (vvi) an no Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses.; and (dvii) Notwithstanding anything in if the Closing occurs, no Indemnified Party is entitled to indemnification or any other recovery under this Agreement with respect to any breach or inaccuracy in any representation or warranty of an Indemnifying Party (A) that would have given the contrary (includingIndemnified Party a right to terminate this Agreement under Section 8.1 of this Agreement, without limitation, the provisions of Section 8.2(c)(i) and (ii))B) of which the Indemnified Party had Knowledge before the Closing, Seller hereby indemnifies and agrees whether pursuant to defend, save and hold the Buyer harmless from all Losses suffered by the Buyer resulting from any judgment a notice delivered under Section 6.6 or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or any affiliate of the Sellerotherwise.

Indemnification Coverage. (a) Notwithstanding the Closing or the delivery of the Subject Membership Interest Except with respect to Taxes, indemnification for which is dealt with exclusively in Section 11.5, EME shall indemnify and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the BuyerPurchaser Indemnified Parties harmless from and against any and all claims, the Companydemands, the Subsidiaries suits, losses (including loss of the Company value), liabilities, damages, costs and each expenses, including reasonable attorneys' fees and costs of their officersinvestigation, directorslitigation, employees, agents settlement and affiliates (other than the Seller) judgment (collectively, the "Buyer Indemnified PartiesLosses") harmless for any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim which they sustain or cause of action (each, suffer or to which they become subject as a "Loss") suffered by any such Buyer Indemnified Party at any time or from time to time arising out result of, relating to or resulting from any of the following: (i) any inaccuracy in or any breach, as of the Effective Date or the Closing Date, of any representation or warranty of any of the Seller Parties contained in this Agreement, any Related Agreement or any certificates or other documents delivered pursuant to this Agreement (other than a breach of the representation or warranty set forth in Section 4.16 which is indemnified under clause (iii) below) or any Related Agreement; provided, however, that if any such representation or warranty is qualified in any respect by reference to materiality or Material Adverse Effect, for purposes of this clause (i) such qualification shall in all respects be disregarded; provided, further, that if the occurrence of an event disclosed in an update pursuant to Section 6.20 is expressly permitted by Section 6.3, or the Purchaser's condition in Section 8.2(e) was satisfied by waiver, then disclosure of such event shall not be disregarded for purposes of determining whether there was any inaccuracy in, or any breach of, any representation or warranty as of the Closing Date. (ii) any failure to perform or observe any term, provision, covenant or agreement in this Agreement or any Related Agreements to be performed or observed by the Seller Parties or any of them; (iii) all Pre-Closing Environmental Liabilities, provided that any and all claims under this provision must be asserted prior to the fourth anniversary of the Closing Date; (iv) all Pre-Closing Intragroup Liabilities; (v) any failure by an Acquired Company to obtain from National Power Corporation the Certificate of Completion of Kalayaan II Unit 2 under the BROT Agreement, dated November 6, 1998, stating a date of completion for the Project known as "CBK" of January 22, 2004 or earlier; and (vi) the ownership or operation of the Excluded Items (including any obligation that may be imposed on the Purchaser or any of its Affiliates under the New Zealand Takeovers Code or otherwise as a result of the Contact Sale Transaction) and any Project or Project-Specific Acquired Company (and any related business) that becomes separated from MEC BV and its Subsidiaries as a result of the exercise of a Preemptive Right or is otherwise not sold or transferred to the Purchaser and its Affiliates pursuant to this Agreement, as well as the ownership or operation prior to the Closing Date of any Acquired Holding Company of any such Project-Specific Acquired Company that is rendered inactive and has no direct or indirect ownership interest in an active Acquired Company as a result of such separation. (b) Except with respect to Taxes, indemnification for which is dealt with exclusively in Section 11.5, in the case of clause (i) below only, the Purchaser Parties severally and, in the case of the remainder of this Section 11.3(b), the Purchaser, shall indemnify and defend, save and hold the Sellers and their respective Affiliates, successors and permitted assigns (collectively the "EME Indemnified Parties") harmless from and against any and all Losses which they sustain or suffer or to which they become subject as a result of: (i) any inaccuracy in any representation by the Seller any Purchaser Party (or any Purchaser Designee) or the breach of any warranty by the Seller any Purchaser Party (or any Purchaser Designee) contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closingwithout regard to any of the qualifications as to materiality or Material Adverse Effect set forth herein or therein; (ii) any failure by the Seller to perform or observe any term, provision, covenant, covenant or agreement on the part of the Seller in this Agreement to be performed or observed under this Agreement;by any Purchaser Party (or any Purchaser Designee); and (iii) after the Reorganization Transactionsapplicable Project Closing, any EME Guarantee or letter of credit in respect of which any of the EME Guarantee Parties or other pertinent EME Subsidiaries was not fully and unconditionally released as contemplated by Section 6.14, to the extent any such EME Guarantee or letter of credit relates to the Project-Specific Acquired Companies that were the subject of such Project Closing; orand (iv) Third Party Claims arising from the Excluded Subsidiaries ownership or any assets or obligations operation of such entities. (b) Notwithstanding the Acquired Companies and their respective businesses by the Purchaser after the Closing or the delivery of the Subject Membership Interest and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller and their officers, directors, employees, agents and affiliates (collectively, the "Seller Indemnified Parties") harmless for any Loss suffered by any such Seller Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the following: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; or (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this AgreementDate. (c) The foregoing indemnification obligations in Sections 11.3(a) and 11.3(b) shall be subject to the following limitations: (i) the Seller's The aggregate amount of Losses for which EME has liability under Section 8.2(a)(i), and 8.2(a)(iii11.3(a)(i) and Section 11.3(a)(iii) and for which the Buyer's aggregate Purchaser Parties have liability under Section 8.2(b)(i11.3(b)(i) shall not, in either case, exceed a dollar amount equal to thirty percent (30% %) of the sum of the unadjusted Project Purchase Price Prices of all Projects acquired by the Purchaser or Purchaser Designees under this Agreement (the "Cap"); provided, however, that the Cap shall not be applicable to breaches by Seller under any untruth or inaccuracy in any representation or the breach of any warranty contained in Sections 4.1 or 5.1 (Organization and Good Standing), Section 2.2 4.2 (Authority and 2.9;Enforceability), Section 4.5 (Ownership Interests) or Section 4.4(c) (Consents). (ii) no No indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, EME under Section 8.2(a)(i11.3(a)(i) or Section 8.2(b)(i11.3(a)(iii) or against any Purchaser Party under Section 11.3(b)(i) shall be required (x) unless and until the cumulative aggregate amount of all such Losses exceeds a dollar amount equal to $8,000,000 20,000,000 (the "ThresholdDeductible Amount"), at which point the Seller EME or the BuyerPurchaser Parties, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 (the "Deductible")Deductible Amount only, subject up to the limitation Cap set forth in Section 8.2(c)(i11.3(c)(i); provided, however, that individual claims of $50,000 or less (or its equivalent in foreign currency) (the Threshold and the Deductible "Individual Claims Limit") shall not be applicable aggregated for purposes of calculating either the Deductible Amount or the excess of Losses over the Deductible Amount; provided, further, that nothing in this Section 11.3(c)(ii) shall apply to breaches under indemnification for Losses asserted against an Indemnifying Party arising from any untruth or inaccuracy in any representation or breach of any warranty contained in Sections 2.24.1 or 5.1 (Organization and Good Standing), Section 4.2 (Authority and 2.9;Enforceability), Section 4.5 (Ownership Interests), Section 4.10 (Title to Properties) or Section 4.13 (Taxes) or Section 4.18 (Sufficient Assets). For the avoidance of doubt, any Losses incurred in excess of the Project Deductible Amount shall, prior to the exhaustion of the Deductible Amount, be applied towards such Deductible Amount. (iii) Subject in every case to the Cap set forth in Section 11.3(c)(i) above, the aggregate amount of Losses for which EME has liability under Section 11.3(a)(iii) with respect to any Project shall not, in any case, exceed a dollar amount equal to one hundred percent (100%) of the unadjusted Project Purchase Price for such Project (the "Environmental Sublimit"). No indemnification for any Losses asserted against EME under Section 11.3(a)(iii) with respect to any Project shall be required unless and until (i) the amount of all such Losses with respect to such Project exceeds a dollar amount equal to $5,000,000 (the "Project Deductible Amount") and (ii) the Deductible Amount set forth in Section 11.3(c)(ii) has been exhausted, at which point EME shall be obligated to indemnify the Indemnified Party as to the amount of any such Losses in excess of the Project Deductible Amount and the Deductible Amount only up to the Environmental Sublimit for such Project, provided, that individual Losses under Section 11.3(a)(iii) which do not exceed the Individual Claims Limit shall not be aggregated for purposes of calculating the Project Deductible Amount or the Deductible Amount or the excess of Losses over the Project Deductible Amount or the Deductible Amount. (iv) The aggregate amount of Losses for which EME has liability under Section 11.3(a)(v) shall not exceed a dollar amount equal to $102,700,000. (v) An Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses. Without limiting the foregoing, the amount of any Losses suffered by a Seller an Indemnified Party or a Buyer Indemnified Party, as the case may be, shall be reduced by any third-party insurance payments, or other payments from third parties, which such party actually Indemnified Party receives in respect of or as a result of such Losses. If any Losses for which indemnification was is provided and paid hereunder is are subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was providedpayments from third parties, the amount of the reduction shall be remitted to the applicable Indemnifying Party (as hereinafter defined);net of Tax and other costs of recovery. (ivvi) no No claim may be asserted nor may any action Action be commenced (Afor indemnity pursuant to Section 11.3(a)(i) against the Seller for breach or inaccuracy of any representation or breach of a warrantyunder this Article XI, unless written notice of such claim or action is received by the Seller Action, describing in reasonable detail the known facts and circumstances with respect to the subject matter of such claim or action Action, is provided to the applicable Indemnifying Party on or prior to the date on which end of the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and (v) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same LossesSurvival Period. (dvii) Notwithstanding anything In no event shall any Indemnifying Party be liable to any Indemnified Party pursuant to this Article XI for any Losses in this Agreement the nature of consequential damages, punitive damages, restitution, lost profits and damage to reputation, in each case except for indemnification for Third Party Claims. (viii) In determining the amount of indemnification due under Sections 11.3 and 11.5, all payments shall be reduced by, or returned to the contrary (including, without limitationIndemnifying Party in, the provisions amount of Section 8.2(c)(i) and (ii)), Seller hereby indemnifies and agrees to defend, save and hold the Buyer harmless from all Losses suffered any Tax benefit actually realized by the Buyer resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or Indemnified Party on account of the underlying assets of claim promptly after the Company and its Subsidiaries to the Seller or any affiliate of the Sellerbenefit is realized.

Indemnification Coverage. (a) Notwithstanding From and after the Closing or Closing, the delivery of the Subject Membership Interest Selling Parties shall indemnify and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company GP Entities and their Affiliates and each of their officers, directors, employees, employees and agents and affiliates (other than the Seller) (collectively, the "“Buyer Indemnified Parties"”) harmless for if any such Buyer Indemnified Party shall suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys'’, consultants' ’ and experts' ’ fees), claim or cause of action (each, a "“Loss",” and collectively, “Losses”) suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller Selling Parties or the breach of any warranty by the Seller Selling Parties contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on at the Closing;; provided, however, that for purposes of this Section 9.2 any reference in such representation or warranty to materiality or Material Adverse Effect shall be disregarded; and (ii) any failure by the Seller Selling Parties to perform or observe any term, provision, covenant, or agreement on the part of the Seller Selling Parties to be performed or observed under this Agreement; (iii) the Reorganization Transactions; or (iv) the Excluded Subsidiaries or any assets or obligations of such entities. (b) Notwithstanding From and after the Closing or the delivery of the Subject Membership Interest Closing, Buyer shall indemnify and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller Selling Parties and their Affiliates and each of their officers, directors, employees, employees and agents and affiliates (collectively, the "“Seller Indemnified Parties"”) harmless for any Loss suffered by if any such Seller Indemnified Party at shall suffer any time or from time to time Loss arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on at the Closing; orprovided, however, that for purposes of this Section 9.2 any reference in such representation or warranty to materiality or Material Adverse Effect shall be disregarded; (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this Agreement; and (iii) any Losses arising with respect to any of the GP Entities whether occurring before or after Closing to the extent such Losses are not properly asserted under Section 9.2(a). (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's Selling Parties aggregate liability under Section 8.2(a)(i), and 8.2(a)(iii9.2(a)(i) and the Buyer's aggregate liability under Section 8.2(b)(i) shall not, in either case, exceed 30% respect of a breach or inaccuracy of the Purchase Price representations in Sections 3.8 through Section 3.11 shall not exceed $996,682 (the "“Cap"”); provided, however, that the Cap shall not be applicable to breaches by Seller under Section 2.2 and 2.9; (ii) except in respect of a breach or inaccuracy of the representations in Section 3.7 and Section 3.13(c), no indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, Selling Parties under Section 8.2(a)(i) or Section 8.2(b)(i9.2(a)(i) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $8,000,000 one percent (1%) of the Purchase Price (the "Threshold"“Deductible”), at which point the Seller or the Buyer, as the case may be, Selling Parties shall be obligated to indemnify the Buyer Indemnified Party (as hereinafter defined) Parties only as to the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold and the Deductible shall not be applicable to breaches under Sections 2.2, and 2.9; (iii) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may bebe (such party seeking indemnification pursuant to this Article IX, the “Indemnified Party,” and the other party, the “Indemnifying Party”), shall be reduced by any third-party insurance which such insurance, third-party actually receives recoveries and available Tax benefits received or realizable by the Indemnified Party through its commercially reasonable efforts in respect of or as a result of such Losses. If The Indemnified Party shall use commercially reasonable efforts to collect any Losses for which indemnification was provided hereunder is subsequently reduced by any amounts available under such insurance coverage and from such other third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was provided, the amount of the reduction shall be remitted alleged to the Indemnifying Party (as hereinafter defined)have responsibility and to realize any available Tax benefits; (iv) no claim may be asserted nor may any action be commenced (A) against the Seller any party for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller other party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved)9.1; and (v) an no Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses. (d) Notwithstanding anything in this Agreement to the contrary (including, without limitation, the provisions of Section 8.2(c)(i) and (ii)), Seller hereby indemnifies and agrees to defend, save and hold the Buyer harmless from all Losses suffered by the Buyer resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or any affiliate of the Seller.

Indemnification Coverage. (a) Notwithstanding From and after the Closing or Closing, the delivery of the Subject Membership Interest Selling Parties shall indemnify and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company Partnership Entities and their Affiliates and each of their officers, directors, employees, employees and agents and affiliates (other than the Seller) (collectively, the "Buyer Indemnified PartiesBUYER INDEMNIFIED PARTIES") harmless for if any such Buyer Indemnified Party shall suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "LossLOSS," and collectively, "LOSSES") suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller Selling Parties or the breach of any warranty by the Seller Selling Parties contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on at the Closing; provided, that in determining whether any such representation or warranty has been breached or is inaccurate, such representation or warranty shall be construed as if Material Adverse Effect or materiality is not a qualification thereto; (ii) any failure by the Seller Selling Parties to perform or observe any term, provision, covenant, or agreement on the part of the Seller Selling Parties to be performed or observed under this Agreement; (iii) the Reorganization Transactions; orfailure by the Selling Parties to comply with any applicable statutory provisions relating to bulk sales and transfers; (iv) subject to Section 8.2(c) hereof, any of the Excluded Subsidiaries matters listed on Schedule 2.21 hereto; and (v) any fines, penalties, or amounts paid to settle or resolve the last matter listed on Schedule 2.7 as of the date of this Agreement. provided, however, that if any Loss for which Buyer would otherwise be entitled to seek indemnity from the Selling Parties under this Section 8.2(a) is included within the matters for which the Partnership Entities or any assets other Buyer Indemnified Party would be entitled to indemnity under any of Section 3.1 of the Old Omnibus Agreement, Article IV of the New Omnibus Agreement or obligations Section 10.1(b) of the WPL Contribution Agreement (such entitiesprovisions are collectively referred to herein as the "ADDITIONAL PARTNERSHIP INDEMNITY AGREEMENTS"), even if recovery under the Additional Partnership Indemnity Agreements is not available due to the expiration of any applicable survival period or any applicable deductible, threshold, maximum or "cap" thereon, then none of the Buyer Indemnified Parties shall be entitled to indemnification with respect to such matter or matters under this Section 8.2(a). The foregoing proviso shall not be deemed to amend, supplement or modify in any way the Additional Partnership Indemnity Agreements. (b) Notwithstanding From and after the Closing or the delivery of the Subject Membership Interest Closing, Buyer shall indemnify and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller Selling Parties and their Affiliates and their officers, directors, employees, employees and agents and affiliates (collectively, the "Seller Indemnified PartiesSELLER INDEMNIFIED PARTIES") harmless for any Loss suffered by if any such Seller Indemnified Party at shall suffer any time or from time to time Loss arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on at the Closing; or; (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this Agreement; (iii) with respect to any of the Partnership Entities, whether occurring before or after Closing to the extent such Losses are not covered by Section 8.2(a), except in the case, and only to the extent, of Losses that arise out of, or relate to or result from matters covered under the Additional Partnership Indemnity Agreements or otherwise covered under the Transaction Documents, the WPL Contribution Agreement or the Old Omnibus Agreement; and (iv) any Losses arising under the second paragraph of Section 3.1 and Section 3.2, in each case, of the Assignment and Assumption Agreement (as defined in Section 9.16), other than Affiliate intercompany obligations. (c) The foregoing indemnification obligations shall be subject to Buyer and the following limitationsSelling Parties hereby acknowledge and agree as follows: (i) Buyer agrees, on the Seller's aggregate liability under terms and subject to the conditions specified in this Section 8.2(a)(i8.2(c), and 8.2(a)(iiito assume at the Closing the obligations of ▇▇▇ under the Additional Partnership Indemnity Agreements to indemnify the Partnership Entities for the environmental remedial obligations specified in Schedule 8.2(c) and the Buyer's aggregate liability under Section 8.2(b)(i) shall not, in either case, exceed 30% of the Purchase Price (the "Cap"); provided, however, that the Cap shall not be applicable to breaches by Seller under Section 2.2 and 2.9;hereto. (ii) no indemnification The Partnership and ▇▇▇ have (A) identified environmental remedial obligations in Schedule 8.2(c) hereto for any Losses asserted against the Buyer or the Sellerwhich ▇▇▇ is, as the case may be, under subject only to Section 8.2(a)(i) or Section 8.2(b)(i) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $8,000,000 (the "Threshold"8.2(c)(iii), at which point the Seller or the Buyer, as the case may be, shall be obligated required to indemnify the Indemnified Party Partnership pursuant to the Additional Partnership Indemnity Agreements and (B) prepared estimates of the costs expected to be incurred by the Partnership in connection with remediation activities to be undertaken in connection with such matters, and the Partnership, in accordance with GAAP, has recognized as a liability for such estimated costs and expenses to be incurred a total of $21,870,000 (as hereinafter defined) only as to of March 31, 2003), consisting of both the amount current and long-term portions of such Losses liability. Included in excess Schedule 8.2(c) hereto is a schedule setting forth in reasonable detail the projected schedule for the incurrence of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold such costs and the Deductible shall not be applicable to breaches under Sections 2.2, and 2.9;expenses. (iii) Buyer hereby covenants and agrees that it will pay on behalf of ▇▇▇ when due to the amount of any Losses suffered Partnership Entities under the Additional Partnership Indemnity Agreements all amounts that otherwise would be required to be paid by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may be, shall be reduced by any third-party insurance which such party actually receives ▇▇▇ thereunder in respect of the matters listed under the column entitled "Site Name" in Schedule 8.2(c) hereto, such payments to be made by Buyer from time to time as and when such amounts otherwise would become due and payable by ▇▇▇ and whether or as a result of not such Losses. If any Losses for which indemnification was provided hereunder is subsequently reduced by any third-party insurance amounts become due and payable before or other indemnification benefit or recovery actually received by after the party for which indemnification was provided, the amount of the reduction shall be remitted to the Indemnifying Party (as hereinafter defined); (ivtime(s) no claim may be asserted nor may any action be commenced (A) against the Seller for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller describing projected in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and (v) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses. (d) Notwithstanding anything in this Agreement to the contrary (including, without limitation, the provisions of Section 8.2(c)(i) and (ii)), Seller hereby indemnifies and agrees to defend, save and hold the Buyer harmless from all Losses suffered by the Buyer resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or any affiliate of the Seller.Schedule 8.2

Indemnification Coverage. (a) Notwithstanding the Closing or the delivery of the Subject Membership Interest Except with respect to Taxes, indemnification for which is dealt with exclusively in Section 11.5, EME shall indemnify and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the BuyerPurchaser Parties and their respective Affiliates, the Company, the Subsidiaries of the Company successors and each of their officers, directors, employees, agents and affiliates (other than the Seller) permitted assigns (collectively, the "Buyer “Purchaser Indemnified Parties"”) harmless for from and against any damageand all claims, judgmentdemands, finesuits, penaltylosses, demandliabilities, settlementdamages and expenses, liability, loss, cost, Tax, expense (including reasonable attorneys'’ fees and costs of investigation, consultants' litigation, settlement and experts' fees)judgment (collectively, claim “Losses”) which they sustain or cause of action (each, suffer or to which they become subject as a "Loss") suffered by any such Buyer Indemnified Party at any time or from time to time arising out result of, relating to or resulting from any of the following: (i) any breach or inaccuracy in any representation by the Seller of EME or the breach of any warranty by the Seller EME contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on ClosingAgreement; (ii) any failure by the Seller to perform or observe any term, provision, covenant, covenant or agreement on the part of the Seller in this Agreement to be performed or observed under this Agreementby EME; (iii) the Reorganization Transactionsownership or operation of the Excluded Items; orand (iv) any claims by the Excluded Subsidiaries persons identified on Schedule 3.4(b) against any of the Controlled Acquired Companies, other than claims for indemnity, advancement of expenses or any assets or obligations of such entitiesother rights described in Section 6.10. (b) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may haveExcept with respect to Taxes, indemnification for which is dealt with exclusively in Section 11.5, the Buyer hereby indemnifies Purchaser Parties, jointly and agrees to severally, shall indemnify and defend, save and hold the Seller Parties and their officersrespective Affiliates, directors, employees, agents successors and affiliates permitted assigns (collectively, collectively the "Seller “EME Indemnified Parties"”) harmless for from and against any Loss suffered by any such Seller Indemnified Party at any time and all Losses which they sustain or from time suffer or to time arising out which they become subject as a result of, relating to or resulting from any of the following: (i) any breach or inaccuracy in any representation by the Buyer any Purchaser Party or the breach of any warranty by the Buyer any Purchaser Party contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; orAgreement; (ii) any failure by the Buyer to perform or observe any term, provision, covenant, covenant or agreement on the part of the Buyer in this Agreement to be performed or observed under by any Purchaser Party; and (iii) the ownership or operation after the Project Closing Date of the Acquired Companies and their businesses acquired by the Purchaser pursuant to this Agreement. (c) The foregoing indemnification obligations in Sections 11.3(a) and 11.3(b) shall be subject to the following limitations: (i) the Seller's The aggregate liability of EME under Section 8.2(a)(i), and 8.2(a)(iii11.3(a)(i) and the Buyer's aggregate liability of the Purchaser Parties under Section 8.2(b)(i11.3(b)(i) shall not, in either case, exceed 30% a dollar amount equal to fifteen percent (15%) (rounded to the nearest ten thousand US Dollars) of the sum of the Project Purchase Price and the Pacific Holdings Leverage Amount, each in US$ equivalent based on the Currency Exchange Rate as of the Effective Date (the "“Cap"”); provided, however, that the Cap shall not be applicable to breaches by Seller under Section 2.2 and 2.9;any untruth or inaccuracy in any representation or the breach of any warranty contained in Sections 4.1 or 5.1 (Organization), 4.5 (Ownership Interests), or 4.12 (Taxes). (ii) no No indemnification for any Losses asserted against the Buyer EME or the SellerPurchaser Parties, as the case may be, under Section 8.2(a)(i11.3(a)(i) or Section 8.2(b)(i11.3(b)(i) shall be required (A) unless and until the cumulative aggregate amount of all such Losses exceeds $8,000,000 a dollar amount equal to two percent (2%) (rounded to the "Threshold")nearest ten thousand US Dollars) of the sum of the Project Purchase Price and the Pacific Holdings Leverage Amount, each in US$ equivalent based on the Currency Exchange Rate as of the Effective Date, at which point the Seller EME or the BuyerPurchaser Parties, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 such amount (the "Deductible"“Deductible Amount”), subject up to the limitation Cap set forth in Section 8.2(c)(i11.3(c)(i); , provided, however, that the Threshold and the Deductible individual claims of US$50,000 or less (or its equivalent in foreign currency) arising shall not be applicable aggregated for purposes of calculating either the Deductible Amount or the excess of Losses over the Deductible Amount; provided, further, that nothing in this Section 11.3(c)(ii) shall apply to breaches under indemnification for Losses asserted against an Indemnifying Party arising from any untruth or inaccuracy in any representation or breach of any warranty contained in Sections 2.24.1 or 5.1 (Organization), and 2.9;Section 4.5 (Ownership Interests), or Section 4.12 (Taxes). (iii) An Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses. Without limiting the foregoing, the amount of any Losses suffered by a Seller an Indemnified Party or a Buyer Indemnified Party, as the case may be, shall be reduced by any third-party insurance insurance, or other payments from third parties, which such party actually Indemnified Party receives in respect of or as a result of such Losses. If any Losses for which indemnification was is provided and paid hereunder is are subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was providedpayments from third parties, the amount of the reduction shall be remitted to the applicable Indemnifying Party (as hereinafter defined);Party. (iv) no No claim may be asserted nor may any action Action be commenced (A) against the Seller for breach any untruth or inaccuracy of in any representation or breach of a any warranty, unless written notice of such claim or action is received by the Seller Action, describing in reasonable detail the known facts and circumstances with respect to the subject matter of such claim or action Action, is provided to the applicable Indemnifying Party on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); andSurvival Expiration Date. (v) an In no event shall any Indemnifying Party be liable to any Indemnified Party shall not be entitled under pursuant to this Agreement Article XI for any Losses in the nature of consequential damages, punitive damages, restitution, lost profits or damage to multiple recovery for the same Lossesreputation. (dvi) Notwithstanding anything in In determining the amount of indemnification due under this Agreement to the contrary (includingSection 11.3, without limitation, the provisions of Section 8.2(c)(i) all payments shall be reduced by any Tax benefit actually and (ii)), Seller hereby indemnifies and agrees to defend, save and hold the Buyer harmless from all Losses suffered currently realized by the Buyer resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or Indemnified Party on account of the underlying assets of the Company and its Subsidiaries to the Seller or any affiliate of the Sellerclaim.

Indemnification Coverage. (a) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit, Interests and regardless of any investigation at any time made by or on behalf of the Buyer Buyers or of any knowledge or information that the Buyer Buyers may have the Seller hereby indemnifies Sellers shall indemnify and agrees agree to defend, save and hold the BuyerBuyers, the Company, the Subsidiaries of the Company and each of their officers, directors, employees, agents and affiliates (other than the SellerSellers) (collectively, the "Buyer Indemnified Parties") harmless for if any such Buyer Indemnified Party shall at any time or from time to lime suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "Loss") suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller Sellers or the breach of any warranty by the Seller Sellers contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; (ii) any failure by the Seller Sellers to perform or observe any term, provision, covenant, or agreement on the part of the Seller Sellers to be performed or observed under this Agreement;; and (iii) the Reorganization Transactions; or (iv) the Excluded Subsidiaries or any assets or obligations of such entitiesLegal Proceedings set forth on Schedule 8.2. (b) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit Interests and regardless of any investigation at any time made by or on behalf of the Seller Sellers or of any knowledge or information that the Seller Sellers may have, the Buyer hereby indemnifies Buyers shall indemnify and agrees agree to defend, save and hold the Seller Sellers and their officers, directors, employees, agents and affiliates (collectively, the "Seller Indemnified Parties") harmless for any Loss suffered by if any such Seller Indemnified Party shall at any time or from time to time suffer any Loss arising out of, relating to to, or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer Buyers or the breach of any warranty by the Buyer Buyers contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; orand 41 (ii) any failure by the Buyer Buyers to perform or observe any term, provision, covenant, or agreement on the part of the Buyer Buyers to be performed or observed under this Agreement. (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's Sellers' aggregate liability under Section 8.2(a)(i), and 8.2(a)(iii8.2(a) and the Buyer's Buyers' aggregate liability under Section 8.2(b)(i8.2(b) shall not, in either case, exceed 3075% of the Purchase Price (the "Cap"); provided, however, that the Cap shall not be applicable to breaches by Seller under Section 2.2 and 2.92.2, 2.9 or 4.11 or Losses asserted against the Sellers under Section 8.2(a)(iii); (ii) no indemnification for any Losses asserted against the Buyer Buyers or the SellerSellers, as the case may be, under Section 8.2(a)(i8.2(a) or Section 8.2(b)(i8.2(b) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $8,000,000 (the "Threshold"), at which point the Seller Sellers or the BuyerBuyers, as the case may be, shall be obligated to indemnify the Indemnified indemnified Party (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold and the Deductible shall not be applicable to breaches under Sections 1.4, 2.2, and 2.92.9 or 4.11 or Losses asserted against the Sellers under Section 8.2(a)(iii); (iii) no indemnification for any Losses asserted against the Sellers under Section 8.2(a) for a breach or inaccuracy of any representation under Section 2.9 or failure by The Sellers to perform any covenant under Section 4.11 shall be required unless and until the cumulative aggregate amount of such Losses exceeds $50,000, at which point the Sellers shall be obligated to indemnify the Indemnified Party the full amount of such Losses; (iv) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may be, shall be reduced by any third-party insurance which such party actually receives in respect of or as a result of such Losses. If any Losses for which indemnification was is provided hereunder is subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was providedrecovery, the amount of the reduction shall be remitted to the Indemnifying Party (as hereinafter defined); (ivv) no claim may be asserted nor may any action be commenced (A) against the Seller Sellers for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller Sellers describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer Buyers for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer Buyers describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to 42 survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and (vvi) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses. (d) Notwithstanding anything in this Agreement to the contrary (including, without limitation, the provisions of Section 8.2(c)(i) and (ii)), Seller hereby indemnifies and agrees to defend, save and hold the Buyer harmless from all Losses suffered by the Buyer resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or any affiliate of the Seller.

Indemnification Coverage. (a) Notwithstanding From and after the Closing or Closing, the delivery of the Subject Membership Interest Selling Parties shall indemnify and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company Partnership Entities and their Affiliates and each of their officers, directors, employees, employees and agents and affiliates (other than the Seller) (collectively, the "“Buyer Indemnified Parties"”) harmless for if any such Buyer Indemnified Party shall suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys'’, consultants' ’ and experts' ’ fees), claim or cause of action (each, a "“Loss",” and collectively, “Losses”) suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller Selling Parties or the breach of any warranty by the Seller Selling Parties contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on at the Closing; provided, that in determining whether any such representation or warranty has been breached or is inaccurate, such representation or warranty shall be construed as if Material Adverse Effect or materiality is not a qualification thereto; (ii) any failure by the Seller Selling Parties to perform or observe any term, provision, covenant, or agreement on the part of the Seller Selling Parties to be performed or observed under this Agreement; (iii) the Reorganization Transactions; orfailure by the Selling Parties to comply with any applicable statutory provisions relating to bulk sales and transfers; (iv) subject to Section 8.2(c) hereof, any of the Excluded Subsidiaries matters listed on Schedule 2.21 hereto; and (v) any fines, penalties, or amounts paid to settle or resolve the last matter listed on Schedule 2.7 as of the date of this Agreement. provided, however, that if any Loss for which Buyer would otherwise be entitled to seek indemnity from the Selling Parties under this Section 8.2(a) is included within the matters for which the Partnership Entities or any assets other Buyer Indemnified Party would be entitled to indemnity under any of Section 3.1 of the Old Omnibus Agreement, Article IV of the New Omnibus Agreement or obligations Section 10.1(b) of the WPL Contribution Agreement (such entitiesprovisions are collectively referred to herein as the “Additional Partnership Indemnity Agreements”), even if recovery under the Additional Partnership Indemnity Agreements is not available due to the expiration of any applicable survival period or any applicable deductible, threshold, maximum or “cap” thereon, then none of the Buyer Indemnified Parties shall be entitled to indemnification with respect to such matter or matters under this Section 8.2(a). The foregoing proviso shall not be deemed to amend, supplement or modify in any way the Additional Partnership Indemnity Agreements. (b) Notwithstanding From and after the Closing or the delivery of the Subject Membership Interest Closing, Buyer shall indemnify and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller Selling Parties and their Affiliates and their officers, directors, employees, employees and agents and affiliates (collectively, the "“Seller Indemnified Parties"”) harmless for any Loss suffered by if any such Seller Indemnified Party at shall suffer any time or from time to time Loss arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on at the Closing; or; (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this Agreement; (iii) with respect to any of the Partnership Entities, whether occurring before or after Closing to the extent such Losses are not covered by Section 8.2(a), except in the case, and only to the extent, of Losses that arise out of, or relate to or result from matters covered under the Additional Partnership Indemnity Agreements or otherwise covered under the Transaction Documents, the WPL Contribution Agreement or the Old Omnibus Agreement; and (iv) any Losses arising under the second paragraph of Section 3.1 and Section 3.2, in each case, of the Assignment and Assumption Agreement (as defined in Section 9.16), other than Affiliate intercompany obligations. (c) Buyer and the Selling Parties hereby acknowledge and agree as follows: (i) Buyer agrees, on the terms and subject to the conditions specified in this Section 8.2(c), to assume at the Closing the obligations of ▇▇▇ under the Additional Partnership Indemnity Agreements to indemnify the Partnership Entities for the environmental remedial obligations specified in Schedule 8.2(c) hereto. (ii) The Partnership and ▇▇▇ have (A) identified environmental remedial obligations in Schedule 8.2(c) hereto for which ▇▇▇ is, subject only to Section 8.2(c)(iii), required to indemnify the Partnership pursuant to the Additional Partnership Indemnity Agreements and (B) prepared estimates of the costs expected to be incurred by the Partnership in connection with remediation activities to be undertaken in connection with such matters, and the Partnership, in accordance with GAAP, has recognized as a liability for such estimated costs and expenses to be incurred a total of $21,870,000 (as of March 31, 2003), consisting of both the current and long-term portions of such liability. Included in Schedule 8.2(c) hereto is a schedule setting forth in reasonable detail the projected schedule for the incurrence of such costs and expenses. (iii) Buyer hereby covenants and agrees that it will pay on behalf of ▇▇▇ when due to the Partnership Entities under the Additional Partnership Indemnity Agreements all amounts that otherwise would be required to be paid by ▇▇▇ thereunder in respect of the matters listed under the column entitled “Site Name” in Schedule 8.2(c) hereto, such payments to be made by Buyer from time to time as and when such amounts otherwise would become due and payable by ▇▇▇ and whether or not such amounts become due and payable before or after the time(s) projected in Schedule 8.2(c) (and ▇▇▇ agrees to notify Buyer promptly upon the request of any Partnership Entity or other Person for any payment subject to this clause (iii) of Section 8.2(c)). (iv) If (A) the matters specified under the column entitled “Site Name” in Schedule 8.2(c) hereto are determined to have reached closure by the appropriate Governmental Authority or have otherwise been finally resolved and all payments required to be made under the Additional Partnership Indemnity Agreements with respect thereto have been made by Buyer as provided in clause (iii) of this Section 8.2(c), (B) the Maximum Obligation (as defined below) has not been reached and (C) ▇▇▇ or the other Selling Parties have continuing indemnity obligations under the Additional Partnership Indemnity Agreements, Section 8.2(a)(i) hereof (in respect of a breach of a representation in Section 2.21 hereof) or Section 8.2(a)(iv) hereof, then Buyer covenants and agrees that, only to the extent of the Maximum Obligation, it shall pay any amounts that become payable by ▇▇▇ or the other Selling Parties under any of the continuing indemnity obligations referred to in clause (C) of this Section 8.2(c)(iv) from time to time as and when amounts would otherwise be payable by ▇▇▇ or the other Selling Parties. (v) If (A) the conditions referenced in clauses (iv)(A) and (iv)(B) of this Section 8.2(c) exist and the obligations of ▇▇▇ and the other Selling Parties under the provisions referenced in clause (iv)(C) of this Section 8.2(c) have expired and no amounts remain payable by ▇▇▇ or the other Selling Parties thereunder and (B) ▇▇▇ and the other Selling Parties (or their respective successors) and the Partnership furnish to Buyer a certificate from their respective chief financial officers or chief legal officers to such effect, then promptly upon receipt of such certificates in proper form Buyer shall pay to the Selling Parties the remaining unpaid amount, if any, of the Maximum Obligation. (vi) Buyer agrees that it shall use commercially reasonable efforts to cause the Partnership Entities to treat any payments made by Buyer under clauses (iii) or (iv) of this Section 8.2(c) as a payment by ▇▇▇ or the other Selling Parties under the applicable Additional Partnership Indemnity Agreement in respect of which such payment is made, and Buyer shall indemnify and hold harmless ▇▇▇ and the other Selling Parties from any and all Losses caused by the failure or refusal of the Partnership Entities or any other Person to treat any payment so made by Buyer in accordance with clause (iii) or (iv) of this Section 8.2(c) as a payment made by or on behalf of ▇▇▇ or the other Selling Parties, as case may be, pursuant to the referenced indemnity obligation of such Person(s). (vii) For purposes of this Section 8.2(c), Buyer shall pay to the Partnership all amounts due under this Section 8.2(c) following receipt of such amounts due from the General Partner on behalf of the Partnership. The determination of amounts and when they are due shall be made in good faith solely by the General Partner; provided, however, that Buyer shall not be required to make any such payments within less than twenty (20) days after receipt of the General Partner’s determination; provided, further, Buyer shall indemnify and hold harmless the Selling Parties from any and all Losses caused by any delay by Buyer in making any such payment to the Partnership under this Section 8.2(c)(vii). (viii) Notwithstanding the foregoing provisions of this Section 8.2(c), in no event shall the aggregate amounts payable by or on behalf of Buyer under this Section 8.2(c) exceed $21,870,000 (the “Maximum Obligation”). (d) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's Selling Parties’ aggregate liability under Section 8.2(a)(i), and 8.2(a)(iii) and the Buyer's aggregate liability under Section 8.2(b)(i8.2(a) shall not, in either case, not exceed 30% of the Purchase Price $175,000,000 (the "“Cap"”); provided, however, that the Cap shall not be applicable with respect to Losses otherwise indemnifiable under Section 8.2(a)(i) with respect to breaches by Seller or inaccuracies of Section 2.27 or under Section 2.2 and 2.98.2(a)(v); (ii) no indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, Selling Parties under Section 8.2(a)(i) or Section 8.2(b)(i) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $8,000,000 4,000,000 (the "Threshold"“Deductible”), at which point the Seller or the Buyer, as the case may be, Selling Parties shall be obligated to indemnify the Buyer Indemnified Party (as hereinafter defined) only as to Parties the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i)Cap; provided, provided however, that the Threshold and the Deductible shall not be applicable to breaches under Sections 2.2, and 2.92.3, 2.5, 2.11(b), 2.18, 2.21 or 2.27 hereof or recovery under Sections 8.2(a)(ii), 8.2(a)(iii), 8.2(a)(iv) or 8.2(a)(v) hereof; (iii) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may bebe (such party seeking indemnification pursuant to this Article VIII, the “Indemnified Party,” and the other party, the “Indemnifying Party”), shall be reduced by any third-party insurance or other indemnification benefits which such party actually receives in respect of or as a result of such Losses, less the reasonable costs incurred to recover those insurance or indemnification benefits to the extent such costs are not otherwise recovered. If any Losses for which indemnification was is provided hereunder is subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was providedrecovery, the amount of the reduction shall be remitted to the Indemnifying Party. In the case of any purchase agreement between a Partnership Entity and a third-party relating to the acquisition of assets, businesses or securities by such Partnership Entity that contains unexpired and otherwise applicable indemnification provisions, if any Loss for which Buyer is entitled to seek indemnity from the Selling Parties under Section 8.2(a) is also included within the matters for which the Partnership Entities are entitled to indemnity under any such third-party agreement, Buyer agrees to use commercially reasonable efforts to cause any such Partnership Entity first to pursue indemnification under such third-party agreement in good faith for a reasonable period of time prior to enforcing any claim against the Selling Parties for indemnification hereunder. Nothing in the foregoing sentence shall (i) prejudice the rights of the Buyer Indemnified Parties to make a claim for indemnification hereunder within the applicable survival period, if any, or (ii) require any Buyer Indemnified Party to file or institute any judicial proceeding or action. In addition, to the extent the Selling Parties make any payments to any Buyer Indemnified Party with respect to any claims covered under the unexpired and otherwise applicable indemnification provisions of such third-party agreements, Buyer agrees to use commercially reasonable efforts to cause the applicable Partnership Entity or Entities, at the sole cost and expense of the Selling Parties, (A) to assign any rights to the Selling Parties under such third-party agreement as hereinafter defined)may be necessary to allow the Selling Parties to independently pursue a claim for indemnification against the counterparty or counterparties to such third-party agreement and (B) to be subrogated to the rights of the applicable Partnership Entity or Entities in respect of such indemnification claims; (iv) no claim may be asserted nor may any action be commenced (A) against the Seller any party for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller other party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and8.1; (v) an no Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses.; and (dvi) Notwithstanding anything the limitations on indemnification set forth in this Agreement to the contrary clauses (including, without limitation, the provisions of Section 8.2(c)(ii) and (ii)), Seller hereby indemnifies and agrees ) of this Section 8.2(d) shall not apply to defend, save and hold any Losses arising from the Buyer harmless from all Losses suffered failure by the Selling Parties or Buyer resulting from to pay any judgment Taxes in accordance with Section 4.9 or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or for any affiliate of the Selleramounts payable in accordance with Section 9.3 hereof.

Indemnification Coverage. (a) Notwithstanding From and after the Closing or and subject to the delivery of the Subject Membership Interest terms and the Golden Unitconditions contained herein, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to indemnify, defend, save and hold the Buyer, the Company, the Subsidiaries of the Company and each of their respective officers, directors, employees, agents and affiliates (other than the SellerSeller and any of its affiliates) (collectively, the "“Buyer Indemnified Parties"”) harmless for if any such Buyer Indemnified Party shall at any time or from time to time suffer any damage, judgment, fine, penalty, demand, settlement, liabilityLiability, loss, claim or cause of action, cost, Tax, expense (including reasonable attorneys'’, consultants' ’ and experts' fees’ fees but excluding any and all Taxes (which matters are covered under Section 5.4 (g), claim or cause of action ) (each, a "“Loss"”) suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the following: (i) any breach or inaccuracy in any representation by the Seller or the breach warranty (other than Section 3.7) of any warranty by the Seller contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing;(it being understood that, for purposes of this Section 8.2(a)(i) only, any “Material Adverse Effect” or similar materiality qualifier shall not be taken into account in determining whether there was a breach of inaccuracy in the representations and warranties contained in Sections 3.5(c) or 3.6); or (ii) any failure by the Seller to perform or observe any term, provision, covenant, covenant or agreement on the part of by the Seller (other than Section 5.4) to be performed or observed under this Agreement; (iii) the Reorganization Transactions; or (iv) the Excluded Subsidiaries or any assets or obligations of such entities. (b) Notwithstanding From and after the Closing or and subject to the delivery of the Subject Membership Interest terms and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, conditions contained herein the Buyer hereby indemnifies shall indemnify and agrees agree to defend, save and hold the Seller and their its respective officers, directors, employees, agents and affiliates (collectively, the "“Seller Indemnified Parties"”) harmless for any Loss suffered by if any such Seller Indemnified Party shall at any time or from time to time suffer any Loss arising out of, relating to or resulting from any of the following: (i) any breach or inaccuracy in any representation by the Buyer or the breach warranty of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing(it being understood that, for purposes of this Section 8.2(b)(i) only, any “Material Adverse Effect” or similar materiality qualifier shall not be taken into account in determining whether there was a breach of inaccuracy in the representations and warranties contained in Sections 4.3(c) or 4.4); or (ii) any failure by the Buyer to perform or observe any term, provision, covenant, covenant or agreement (other than Section 5.4) on the part of the Buyer to be performed or observed by the Buyer under this Agreement. (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's aggregate liability under Section 8.2(a)(i), and 8.2(a)(iii) and the Buyer's aggregate liability under Section 8.2(b)(i) shall not, in either case, exceed 30% of the Purchase Price (the "Cap"); provided, however, that the Cap shall not be applicable to breaches by Seller under Section 2.2 and 2.9; (ii) no indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, under Section 8.2(a)(i) or Section 8.2(b)(i) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $8,000,000 (the "Threshold"), at which point the Seller or the Buyer, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold and the Deductible shall not be applicable to breaches under Sections 2.2, and 2.9; (iii) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may be, shall be reduced by any third-party insurance which such party actually receives in respect of or as a result of such Losses. If any Losses for which indemnification was is provided hereunder is subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was providedrecovery, the amount of the reduction shall be remitted to the Indemnifying Party (as hereinafter defined); (ii) (A) the Seller’s aggregate Liability under Section 8.2(a)(i) shall neither (1) with respect to such Liabilities other than Liabilities relating to a breach of the representation set forth in Section 3.8 on account of facts or circumstances occurring after August 15, 2002 (collectively, “Recent Liabilities”), exceed $30 million, nor (2) exceed $50 million (it being understood that, for the avoidance of doubt, in no event shall the Seller’s aggregate Liability under Section 8.2(a)(i) exceed $50 million) and (B) the Buyer’s aggregate Liability under Section 8.2(b)(i) shall not exceed $30 million; (iii) no indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, under Section 8.2(a)(i)(other than with respect to Recent Liabilities) or Section 8.2(b)(i) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $300,000 (the “Threshold”), at which point the Seller or the Buyer, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) for the entire amount of such Losses, subject to the limitations in Section 8.2(c)(i), (ii) and (v)(it being understood that, for the avoidance of doubt, the Seller’s indemnification for Recent Liabilities shall not be subject to the Threshold); (iv) no claim may be asserted nor may any action be commenced (A) against the Seller a Party for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller such Party describing in reasonable detail the facts and circumstances known at such time with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and (v) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses. (d) Notwithstanding anything in this Agreement to the contrary (including, without limitation, the provisions of Section 8.2(c)(i) and (ii)), Seller hereby indemnifies and agrees to defend, save and hold the Buyer harmless from all Losses suffered by the Buyer resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or any affiliate of the Seller.

Indemnification Coverage. (a) Notwithstanding From and after the Closing or the delivery of the Subject Membership Interest Closing, Seller shall indemnify and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company and their Affiliates and each of their officers, directors, employees, employees and agents and affiliates (other than the Seller) (collectively, the "Buyer Indemnified PartiesBUYER INDEMNIFIED PARTIES") harmless for if any such Buyer Indemnified Party shall suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "LossLOSS") suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller or the breach of any warranty by the Seller contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; (ii) any failure by the Seller to perform or observe any term, provision, covenant, or agreement on the part of the Seller to be performed or observed under this Agreement; (iii) any Loss for which the Reorganization Transactions; orCompany has joint and several liability with Parent or any Affiliate of Parent under Title IV of ERISA or the Code or to the PBGC with respect to termination of any employee pension benefit plan that is or was maintained or sponsored by Seller or any of its Affiliates (other than the Company)), and is subject to Title IV of ERISA but excluding any such liability covered under Section 4.10 hereof; (iv) any claim arising out of a Person's exposure to asbestos containing material that originated from or that was used in any buildings or other facilities owned or leased by the Excluded Subsidiaries Company on or prior to the Closing Date but only to the extent such exposure occurred on or prior to the Closing Date; (v) actions, investigations, suits or proceedings set forth on Schedule 8.2(v); (vi) matters or claims arising out of the operations of or the participation by the Company in the Retained Entities or the Company's ownership interest therein; (vii) claims made under the contracts described in Schedule 8.2(vii); and (viii) the enforcement of the provisions of this Section 8.2(a). For purposes of determining the amount of any assets Loss incurred under subsection (i) above (but not for purposes of determining whether or obligations of such entitiesnot a breach has occurred), each representation and warranty shall be read without giving effect to any materiality or Material Adverse Effect or similar exception or qualifier set forth therein. (b) Notwithstanding From and after the Closing or the delivery of the Subject Membership Interest Closing, Buyer and the Golden Unit Company shall indemnify and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller and its Affiliates and its and their officers, directors, employees, employees and agents and affiliates (collectively, the "Seller Indemnified PartiesSELLER INDEMNIFIED PARTIES") harmless for if Seller Indemnified Parties shall suffer any Loss suffered by any such Seller Indemnified Party at any time or from time to time arising out of, relating to to, or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; or; (ii) any failure by the Buyer to perform or observe any term, provision, covenant, indemnity, or agreement on the part of the Buyer to be performed or observed under this Agreement; and (iii) the enforcement of the provisions of this Section 8.2(b). For purposes of determining the amount of any Loss incurred under subsection (i) above (but not for purposes of determining whether or not a breach has occurred), each representation and warranty shall be read without giving effect to any materiality or Material Adverse Effect or similar exception or qualifier set forth therein. (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's aggregate liability under Section 8.2(a)(i), and 8.2(a)(iii) and the Buyer's aggregate liability under Section 8.2(b)(i) shall not, in either case, not exceed 30% of the Purchase Price (the "Cap"); provided, however, that the Cap shall not be applicable to breaches by Seller under Section 2.2 and 2.9$78,000,000.00; (ii) no indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, Seller under Section 8.2(a)(i) or Section 8.2(b)(i) shall be required unless and until the cumulative aggregate amount of such Losses against Seller exceeds $8,000,000 7,500,000.00 (the "ThresholdDEDUCTIBLE"), at which point the Seller or the Buyer, as the case may be, shall be obligated to indemnify the Buyer Indemnified Party Parties (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold ) and as the Deductible shall not may be applicable to breaches reduced under Sections 2.2, and 2.9Section 4.7; (iii) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may bebe (such party seeking indemnification, the "INDEMNIFIED PARTY," and the other party, the "INDEMNIFYING PARTY"), shall be reduced by any third-party insurance or other indemnification benefits which such party actually receives in respect of or as a result of such Losses. If any Losses for which indemnification was is provided hereunder is are subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was providedrecovery, the amount of the reduction shall be remitted to the Indemnifying Party (as hereinafter defined)Party; (iv) any calculation of Losses for purposes of Article VIII hereof shall take into account any U.S. federal, state or local tax consequences to Seller Indemnified Party or Buyer Indemnified Party seeking indemnification pursuant to this Article VIII hereof, as the case may be; (v) no claim may be asserted nor may any action be commenced (A) against the Seller for breach or inaccuracy of any representation or breach of a warrantywarranty or covenant, unless written notice of such claim or action is received by the Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty or covenant on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and8.1; (vvi) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses.; (dvii) Notwithstanding anything the limitations on indemnification set forth in this Agreement to the contrary clauses (including, without limitation, the provisions of Section 8.2(c)(ii) and (ii)), Seller hereby indemnifies and agrees ) of this Section 8.2(c) shall not apply to defend, save and hold the Buyer harmless from all any Losses suffered by the Buyer resulting arising from any judgment inaccuracy or order breach of Sections 2.2 or 2.17; and (viii) any indemnification for Losses asserted by Buyer under Section 8.2(a)(iv) that relate to a Governmental Authority Person's exposure both before and after the Closing Date shall be reduced to return the extent such Losses resulted from Buyer's, the Company's or reassign any of its or their representatives' or contractors' failure to comply with applicable Environmental Laws when abating, managing, treating, or otherwise handling asbestos after the Subject Membership Interest or the Golden Unit or the underlying assets Closing Date in any of the Company and its Subsidiaries buildings or facilities that are subject to the Seller or any affiliate of the Sellerindemnity in Section 8.2(a)(iv).

Indemnification Coverage. (a) Notwithstanding From and after the Closing or Closing, the delivery of the Subject Membership Interest Nami Parties, Nami and the Golden UnitVinland, jointly and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies severally, shall indemnify and agrees to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company VNR and VNG and each of their respective officers, directors, employees, employees and agents and affiliates (other than the Seller) (collectively, the "Buyer “Vanguard Indemnified Parties"”) harmless for if any such Vanguard Indemnified Party shall suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys'’, consultants' ’ and experts' ’ fees), claim or cause of action (each, a "“Loss",” and collectively, “Losses”) suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller or the breach of any warranty by the Seller Nami Parties contained in this Agreement or any certificates or other documents delivered by any Nami Party pursuant to this Agreement on at the Closing; (ii) any failure by the Seller Nami Parties to perform or observe any term, provision, covenant, or agreement on the part of the Seller Nami Parties to be performed or observed under this AgreementAgreement or any other Transaction Documents; (iii) Taxes of any of the Reorganization Transactions; orNami Parties and all Taxes (or nonpayment thereof) of the Operating Entities that are attributable to any period following the Effective Date; (iv) any claim or demand for reimbursement or an accounting from Vinland against VNR or VNG relating to Vinland’s past operation of the Excluded Subsidiaries Oil and Gas Properties or its business dealings with VNR, VNG or the Operating Entities; (v) that certain litigation styled ▇▇▇▇▇ Land and Mineral, Ltd. v. Nami Resources Company, LLC, Commonwealth of Kentucky, ▇▇▇▇ Circuit Court, Civil Action No. 06-CI-0566 or otherwise in connection with the matters asserted by the plaintiff in such litigation; and (vi) any broker or other Person claiming to be entitled to an investment banker’s, financial advisor’s, broker’s, finder’s or similar fee or commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, by reason of the claiming Person acting at the request of the Nami Parties or any assets or obligations of such entitiestheir Affiliates. (b) Notwithstanding From and after the Closing or the delivery of the Subject Membership Interest Closing, VNR and the Golden Unit VNG shall jointly and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies severally indemnify and agrees to defend, save and hold the Seller Nami Parties, Nami and Vinland together with their respective officers, directors, employeesemployees and agents, agents and affiliates including the Operating Entities, (collectively, the "Seller “Nami Indemnified Parties"”) harmless for if any such Nami Indemnified Party shall suffer any Loss suffered by any such Seller Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer VNR or VNG contained in this Agreement or any certificates or other documents delivered by VNR or VNG pursuant to this Agreement on at the Closing; or; (ii) any failure by the Buyer VNR or VNG to perform or observe any term, provision, covenant, or agreement on the part of the Buyer VNR or VNG to be performed or observed under this Agreement.; (iii) any broker or other Person claiming to be entitled to an investment banker’s, financial advisor’s, broker’s, finder’s or similar fee or commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, by reason of the claiming Person acting at the request of VNR, VNG or any of their respective Affiliates; (iv) all Taxes (or nonpayment thereof) of the Operating Entities that are attributable to the period commencing April 18, 2007 and ending on the Effective Date ; and (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's aggregate liability under Section 8.2(a)(i), and 8.2(a)(iii) and the Buyer's aggregate liability under Section 8.2(b)(i) shall not, in either case, exceed 30% of the Purchase Price (the "Cap"); provided, however, that the Cap shall not be applicable to breaches by Seller under Section 2.2 and 2.9; (ii) no indemnification for any Losses asserted against the Buyer or the Seller, as the case may be, under Section 8.2(a)(i) or Section 8.2(b)(i) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $8,000,000 (the "Threshold"), at which point the Seller or the Buyer, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold and the Deductible shall not be applicable to breaches under Sections 2.2, and 2.9; (iii) the amount of any Losses suffered by a Seller Vanguard Indemnified Party or a Buyer Nami Indemnified Party, as the case may bebe (such party seeking indemnification pursuant to this Article, the “Indemnified Party,” and the other party, the “Indemnifying Party”), shall be reduced by any third-party insurance which benefits or third party recoveries actually received by the Indemnified Party with respect to such Loss (net of costs incurred to recover such insurance benefits and third party actually receives in respect of or as a result of such Lossesrecoveries, deductibles, and retro premiums). If any To the extent an Indemnified Party suffers Losses for which indemnification was provided hereunder the Indemnifying Party is subsequently reduced by liable for indemnification, the Indemnified Party shall submit a claim to collect any amounts available under third-party insurance or coverage and from other indemnification benefit or recovery actually received third parties reasonably liable for any Loss suffered by the Indemnified Party. (d) The maximum aggregate liability of VNR and VNG for all claims under Section 8.2(b)(i) of this Agreement with respect to the breach of representations or warranties made or described in Article IV of this Agreement shall be no greater than $5,000,000. No party shall be liable for which indemnification was providedLosses for the breach of its respective representations and warranties under this Agreement unless and until, and then only to the extent that, the aggregate amount of all such Losses shall exceed the reduction shall be remitted to the Indemnifying Party (as hereinafter defined);sum of $1,000,000. (ive) no No claim may be asserted nor may any action be commenced (A) against the Seller any Party for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller other Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); andSection8.1. (vf) an No Indemnified Party shall not be entitled under this Agreement to multiple recovery recoveries for the same Losses. (dg) Notwithstanding anything in If the Closing occurs, no Indemnified Party is entitled to indemnification or any other recovery under this Agreement with respect to any breach or inaccuracy in any representation or warranty of an Indemnifying Party (A) that would have given the contrary (includingIndemnified Party a right to terminate this Agreement under Section 8.1 of this Agreement, without limitation, the provisions of Section 8.2(c)(i) and (ii)), Seller hereby indemnifies and agrees to defend, save and hold B) of which the Buyer harmless from all Losses suffered by Indemnified Party had Knowledge before the Buyer resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or any affiliate of the SellerClosing.

Indemnification Coverage. (a) Notwithstanding From and after the Closing or Closing, each Selling Party (the delivery of the Subject Membership Interest “Indemnifying Parties”) shall severally but not jointly indemnify and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company and each of their officers, directors, employees, agents and affiliates (other than the Seller) (collectively, the "Buyer Indemnified Parties") harmless for if Buyer shall actually incur any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys'’, consultants' ’ and experts' ’ fees), claim or cause of action (each, a "“Loss",” and collectively, “Losses”) suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the following: (i) any breach or inaccuracy in any representation by the Seller General Partner or the breach of any warranty by the Seller General Partner contained in Section 2.2 of this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; Agreement; (ii) any failure by the Seller to perform or observe any term, provision, covenant, or agreement on the part of the Seller to be performed or observed under this Agreement; (iii) the Reorganization Transactions; or (iv) the Excluded Subsidiaries or any assets or obligations of such entities. (b) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller and their officers, directors, employees, agents and affiliates (collectively, the "Seller Indemnified Parties") harmless for any Loss suffered by any such Seller Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the following: (i) any breach or inaccuracy in any representation by the Buyer such Selling Party contained in Section 2.1 of this Agreement; or the (iii) any breach of any warranty the covenants and agreements by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; or (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed such Selling Party under this Agreement; provided, that in determining whether any representation or warranty has been breached or is inaccurate, such representation or warranty shall be construed as if Material Adverse Effect or materiality is not a qualification thereto. (cb) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's each Indemnifying Party’s aggregate liability (A) under Section 8.2(a)(i), except with respect to a breach of Section 2.2(d)(iii), shall not exceed such Indemnifying Party’s allocated portion of $12,338,597 set forth on Schedule 1.3 to such Indemnifying Party’s sale of a GP Interest and (B) under Section 8.2(a)(i) (with respect to a breach of Section 2.2(d)(iii) only), Section 8.2(a)(ii) or 8.2(a)(iii) and shall not exceed the Buyer's aggregate liability under Section 8.2(b)(i) shall not, in either case, exceed 30% of the total Purchase Price (the "Cap"); provided, however, that the Cap shall not allocated on Schedule 1.3 to be applicable paid to breaches by Seller under Section 2.2 and 2.9such Indemnifying Party; (ii) no indemnification for any Losses asserted against claims made pursuant to (A) Section 8.2(a)(i), except with respect to a breach of Section 2.2(d), must be made by Buyer within six months from the Buyer or the Seller, as the case may be, under date of this Agreement and (B) pursuant to Section 8.2(a)(i) or (with respect to a breach of Section 8.2(b)(i2.2(d) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $8,000,000 (the "Threshold"only), at Section 8.2(a)(ii) or 8.2(a)(iii) must be made by Buyer within the survival period specified in Section 8.1 for the representation or other provision which point the Seller or the Buyer, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold and the Deductible shall not be applicable to breaches under Sections 2.2, and 2.9Buyer is alleging has been breached; (iii) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may be, shall be reduced by any third-party insurance or other indemnification payments which such party actually receives in respect of or as a result of such Losses, less the reasonable costs incurred to recover those insurance or indemnification payments to the extent such costs are not otherwise recovered. If any Losses for which indemnification was is provided hereunder is subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually payments received by the party for which indemnification was providedBuyer less the reasonable costs incurred to obtain payment, the amount of the reduction shall be remitted pro rata to the Indemnifying Party (as hereinafter defined)Selling Parties who have made payment hereunder; (iv) no claim may be asserted nor may any action be commenced (A) against the Seller any party for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller other party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and8.1; (v) an Indemnified Party Buyer shall not be entitled under this Agreement to multiple recovery for the same Losses. (d) Notwithstanding anything in this Agreement to the contrary (including, without limitation, the provisions of Section 8.2(c)(i) and (ii)), Seller hereby indemnifies and agrees to defend, save and hold the Buyer harmless from all Losses suffered by the Buyer resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or any affiliate of the Seller.

Indemnification Coverage. (a) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit, Interests and regardless of any investigation at any time made by or on behalf of the Buyer Buyers or of any knowledge or information that the Buyer Buyers may have the Seller hereby indemnifies Sellers shall indemnify and agrees agree to defend, save and hold the BuyerBuyers, the Company, the Subsidiaries of the Company and each of their officers, directors, employees, agents and affiliates (other than the SellerSellers) (collectively, the "Buyer Indemnified Parties") harmless for if any such Buyer Indemnified Party shall at any time or from time to time suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "Loss") suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Seller Sellers or the breach of any warranty by the Seller Sellers contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; (ii) any failure by the Seller Sellers to perform or observe any term, provision, covenant, or agreement on the part of the Seller Sellers to be performed or observed under this Agreement;; and (iii) the Reorganization Transactions; or (iv) the Excluded Subsidiaries or any assets or obligations of such entitiesLegal Proceedings set forth on Schedule 8.2. (b) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit Interests and regardless of any investigation at any time made by or on behalf of the Seller Sellers or of any knowledge or information that the Seller Sellers may have, the Buyer hereby indemnifies Buyers shall indemnify and agrees agree to defend, save and hold the Seller Sellers and their officers, directors, employees, agents and affiliates (collectively, the "Seller Indemnified Parties") harmless for any Loss suffered by if any such Seller Indemnified Party shall at any time or from time to time suffer any Loss arising out of, relating to to, or resulting from any of the followingfrom: (i) any breach or inaccuracy in any representation by the Buyer Buyers or the breach of any warranty by the Buyer Buyers contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; orand (ii) any failure by the Buyer Buyers to perform or observe any term, provision, covenant, or agreement on the part of the Buyer Buyers to be performed or observed under this Agreement. (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller's Sellers' aggregate liability under Section 8.2(a)(i), and 8.2(a)(iii8.2(a) and the Buyer's Buyers' aggregate liability under Section 8.2(b)(i8.2(b) shall not, in either case, exceed 3075% of the Purchase Price (the "Cap"); provided, however, that the Cap shall not be applicable to breaches by Seller under Section 2.2 and 2.92.2, 2.9 or 4.11 or Losses asserted against the Sellers under Section 8.2(a)(iii); (ii) no indemnification for any Losses asserted against the Buyer Buyers or the SellerSellers, as the case may be, under Section 8.2(a)(i8.2(a) or Section 8.2(b)(i8.2(b) shall be required unless and until the cumulative aggregate amount of such Losses exceeds $8,000,000 (the "Threshold"), at which point the Seller Sellers or the BuyerBuyers, as the case may be, shall be obligated to indemnify the Indemnified Party (as hereinafter defined) only as to the amount of such Losses in excess of $1,000,000 (the "Deductible"), subject to the limitation in Section 8.2(c)(i); provided, however, that the Threshold and the Deductible shall not be applicable to breaches under Sections 1.4, 2.2, and 2.92.9 or 4.11 or Losses asserted against the Sellers under Section 8.2(a)(iii); (iii) no indemnification for any Losses asserted against the Sellers under Section 8.2(a) for a breach or inaccuracy of any representation under Section 2.9 or failure by the Sellers to perform any covenant under Section 4.11 shall be required unless and until the cumulative aggregate amount of such Losses exceeds $50,000, at which point the Sellers shall be obligated to indemnify the Indemnified Party the full amount of such Losses; (iv) the amount of any Losses suffered by a Seller Indemnified Party or a Buyer Indemnified Party, as the case may be, shall be reduced by any third-party insurance which such party actually receives in respect of or as a result of such Losses. If any Losses for which indemnification was is provided hereunder is subsequently reduced by any third-party insurance or other indemnification benefit or recovery actually received by the party for which indemnification was providedrecovery, the amount of the reduction shall be remitted to the Indemnifying Party (as hereinafter defined); (ivv) no claim may be asserted nor may any action be commenced (A) against the Seller Sellers for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Seller Sellers describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved), or (B) against the Buyer Buyers for breach or inaccuracy of any representation or breach of a warranty, unless written notice of such claim or action is received by the Buyer Buyers describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.1 (it being agreed and understood that if a claim for a breach of a representation or warranty is timely made, the representation or warranty shall survive until the date on which such claim is finally liquidated or otherwise resolved); and (vvi) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses. (d) Notwithstanding anything in this Agreement to the contrary (including, without limitation, the provisions of Section 8.2(c)(i) and (ii)), Seller hereby indemnifies and agrees to defend, save and hold the Buyer harmless from all Losses suffered by the Buyer resulting from any judgment or order by a Governmental Authority to return or reassign the Subject Membership Interest or the Golden Unit or the underlying assets of the Company and its Subsidiaries to the Seller or any affiliate of the Seller.