Common use of Unit Holders Clause in Contracts

Unit Holders. From and after the date of this Agreement, each Unit-holder shall indemnify and hold harmless the other Parties hereto and their respective Affiliates and Representatives, from and against and in respect of any and all Losses resulting from, arising out of, relating to, or imposed upon or incurred by any Unit-holder Indemnitee by reason of: i. any inaccuracy in or breach of any representation or warranty of such Unit-holder contained in this Agreement (it being understood that for the sole purpose of determining Losses (and not for purposes of determining whether or not there are any inaccuracies in or breaches of any representation or warranty), the representations and warranties shall not be deemed to be qualified by any references to materiality or material adverse effect or subsequent supplements); and ii. any breach by such Unit-holder of any covenant or agreement contained in this Agreement. iii. Habit shall recover any amounts due to it by any such Unit-holder pursuant to claims made under this Agreement from any amounts that, at the time of such claim for indemnification is made or thereafter, are owed but not yet paid by Habit under the applicable Tax Receivable Agreement to such Unit-holder or any transferee or assignee of such Unit-holder’s rights thereunder (and Habit may reduce any such amounts due by, and set-off any such amounts due against the indemnification amounts), regardless of whether any Unit-holder remains a party to such Tax Receivable Agreement (each such right with respect to a Unit-holder, a “Unit-holder Set-Off Right”); provided that if the Board determines that the amount of any indemnification claim owed by any Unit-holder will exceed the amount reasonably expected to be payable to such Unit-holder (or its assignee or transferee) under the applicable Tax Receivable Agreement and thus available to be subject to the Unit-holder Set-Off Right over the 24-month period following the date on which the claim for indemnification was made, then the Habit indemnitee may pursue indemnification against the Unit-holder directly.