Common use of Indemnification by Purchasers Clause in Contracts

Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Partnership, the General Partner and their respective Representatives (collectively, “Partnership Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands and causes of action and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchasers shall constitute the date upon which such claim has been made); and provided further, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 7.02 (other than any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess of the sum total of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A hereto.

Indemnification by Purchasers. Each From and after the Closing, each Purchaser agrees, severally and not jointly, to shall indemnify the PartnershipCompany, the General Partner and its Subsidiaries and its and their respective Representatives officers, directors, managers, employees and agents (collectively, the “Partnership Company Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands and causes of action Losses and, in connection therewith, therewith and promptly upon demand, pay or reimburse each of them for all reasonable and documented out-of-pocket costs, losses, liabilities, damages, damages or expenses of any kind or nature whatsoever, including, without limitation, whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them them), whether or not involving a Third Party Claim, incurred by or asserted against such Company Related Parties as a result of, of or arising out ofof (a) the failure of any of the representations or warranties made by such Purchaser contained in Sections 2.2(a) and (f) to be true and correct (the “Purchaser Indemnification Representations,” and together with the Company Indemnification Representations, or in any way related to the “Indemnification Representations”), (b) the breach of any of the representations, warranties or covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunderherein; provided that that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of a any representation or warranty is made prior to the expiration of such representation or warranty (it being understood that as set forth in Section 6.7; provided further, that, for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Company Related Party has shall have given written notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser in accordance with the Purchasers terms and conditions of this Agreement shall constitute the date upon which such claim has been made); and provided further. For the avoidance of doubt, that no Partnership Related Party Purchaser shall be entitled liable for the acts, omissions or breaches of any other Purchaser under or with respect to recover special, consequential (including lost profits) this Agreement or punitive damages under this Section 7.02 (other than any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess of the sum total of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A heretotransactions contemplated hereby.

Indemnification by Purchasers. Each Purchaser agreesPurchaser, severally and not jointly, agrees to indemnify the Partnership, the General Partner and their respective Representatives (collectively, “Partnership Related Parties”) from, Sellers and hold each of them Sellers harmless againstfrom any loss, any and all actions, suits, proceedings damage or expense (including any investigations, litigation, or inquiriesreasonable attorneys' fees) which Sellers actually incur (to the extent not covered by insurance recoveries obtained), demands and causes suffer or become liable for as a result of action and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending the inaccuracy or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representationsagreement, warranties representation or covenants warranty of such Purchaser contained herein in this Agreement occurring or developing during the period of survival of such agreement, representation or warranty including any claims by any third party alleging facts and circumstances which, if true, would constitute such inaccuracy or breach. The Company and each Purchaser, severally and not jointly, agree to indemnify Sellers and hold Sellers harmless from any loss, damage or expense (including reasonable attorneys' fees) which Sellers actually incur (to the extent not covered by insurance recoveries obtained), suffer or become liable for as a result of or in connection with (a) any certificate assertion against Sellers of any claim or instrument delivered liability of the Company accruing on or after the Closing Date or arising out of the operation of the Complex after the Closing Date or arising out of the Company's failure to satisfy the Assumed Obligations; or (b) the assertion against Sellers by any person, firm, governmental agency or corporation of any obligation or liability of the Company occurring after the Closing Date and thereafter occurred, including without limitation, tax claims or liabilities. Sellers shall give Purchasers and the Company prompt written notice of any claim, suit or demand which they believe will give rise to indemnification under this paragraph; provided, however, that the failure to give such Purchaser hereunder; provided that notice shall not affect the liability of the indemnifying party hereunder unless the failure to give such notice adversely and materially affects the ability of the indemnifying party to defend itself against a claim or to cure the breach or inaccuracy giving rise to the claim for indemnification relating on account thereof. Except as hereinafter provided, the indemnifying party shall have the right to a breach defend and to direct the defense against any such claim, suit or demand, in its name or in the names of Sellers at the indemnifying party's expense and with counsel of the indemnifying party's own choosing, which counsel shall be reasonably satisfactory to Sellers. Sellers shall, at the indemnifying party's expense, cooperate in the defense of any such claim, suit or demand. If the indemnifying party, within reasonable time after notice of a representation claim, fails to defend Sellers or warranty is made prior to if, in the expiration good faith judgment of such representation or warranty (it being understood that for purposes of determining when an indemnification claim has been madeSellers, the date upon which facts giving rise to indemnification hereunder shall involve a Partnership Related Party has given notice (stating in reasonable detail the basis possible claim by Sellers or any of the claim for indemnification) to the Purchasers shall constitute the date upon which such claim has been made); and provided furthertheir affiliates against a third party seeking an injunction or other equitable relief against Sellers or any of their affiliates, that no Partnership Related Party Sellers shall be entitled to recover specialhave separate counsel undertake the defense, consequential (including lost profits) compromise or punitive damages under this Section 7.02 (other than settlement of such claim at the expense of and for the account and risk of the indemnifying party subject to the right of the indemnifying party to assume the defense of such claim at any such time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve liability for, or the amount of, money damages to be assessed against Sellers, provided the extent that indemnifying party will not, without Sellers' written consent (not to be unreasonably withheld or delayed), settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to Sellers a release from all liability in respect of such damages (x) are claim. No right or remedy conferred in this paragraph is intended to be exclusive of any other right or remedy available, now or hereafter at law or in equity or otherwise, to the form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess of the sum total of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A parties hereto.

Indemnification by Purchasers. Each Upon the terms and subject to the conditions of this Article VII, each Purchaser agreeswill severally, severally and not jointly, to indemnify indemnify, defend and hold harmless the Partnership, the General Partner and their respective Representatives (collectively, “Partnership Related Parties”) from, from and hold each of them harmless against, against any and all losses, actions, suits, proceedings (including any investigations, litigation, litigation or inquiries), demands and causes of action action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, damages or expenses of any kind or nature whatsoever, including, without limitation, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them them, whether or not involving a third party claim, as a result of, arising out of, or in any way related to the breach of any of the representations, warranties warranties, covenants or covenants agreements of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; provided provided, however, that such claim for indemnification relating to a breach of a any representation or warranty is made prior to the expiration of such representation or warranty to the extent applicable (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Related Party has given delivered notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchasers Purchaser shall constitute the date upon which such claim has been made); and provided further. Notwithstanding anything to the contrary herein, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) indirect, exemplary, incidental, speculative or punitive damages under or lost profits, it being understood that (a) this Section 7.02 sentence shall not limit recovery for damages that are the result of fraud and (b) the Partnership Related Parties shall further be able to recover any special, consequential or punitive damages that are components of damages paid to third parties by such Partnership Related Parties that are indemnifiable hereunder. Notwithstanding anything to the contrary contained in this Agreement, no current, former or future Affiliate, general or limited partner, equity-holder, director, officer, manager, employee, agent, successor or assign of any Purchaser or of any Affiliate thereof (collectively, “Non-Recourse Parties”), other than any such damages to the extent that such damages (x) are Purchaser, shall have any liability or obligation hereunder or in the form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess respect of the sum total transactions contemplated hereby (at law or in equity, whether in tort, contract or otherwise), and from and after Closing, any claim as a result of, arising out of, or in any way related to any breach of any representation, warranty, covenant or agreement by a Purchaser shall be made solely against the Purchaser, and no Non-Recourse Party other than Purchaser, shall have any liability or obligation hereunder or in respect thereof (at law or in equity, whether in tort, contract or otherwise), and the Partnership on behalf of itself and the Partnership Related Parties and its Purchase Price as set forth opposite such and their respective Affiliates hereby irrevocably waives any claims or rights (at law or in equity, whether in tort, contract or otherwise) it or any Partnership Related Party, or its and their respective Affiliates, may have with respect to this Agreement or the transactions contemplated hereby against any Non-Recourse Party other than any Purchaser’s name on Schedule A hereto, whether before or after Closing.

Indemnification by Purchasers. Each Purchaser agreesThe Purchasers hereby agree to reimburse, severally indemnify and hold harmless the Agents and any of their Related Parties, as the case may be (to the extent not jointlyindefeasibly and timely reimbursed by the Note Parties and without limiting the obligations of Note Parties hereunder), ratably according to indemnify the Partnership, the General Partner and their respective Representatives Pro Rata Share (collectivelyor, “Partnership Related Parties”) fromif such indemnity payment is sought after the date on which the Notes are paid in full, in accordance with such Purchaser’s ratable share according to their respective ownership of the Notes immediately prior to the date on which all Notes are paid in full), from and hold each of them harmless against, against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, proceedings (including any investigations, litigation, or inquiries), demands and causes of action and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, expenses or expenses disbursements of any kind or nature whatsoever, including, without limitation, the whatsoever (including reasonable and documented fees and disbursements expenses of counsel for the Agents) that may be imposed on, incurred by, or asserted against the Agents in any way relating to or arising out of this Agreement or any other Note Document or any action taken or omitted to be taken by the Agents in connection therewith; provided, that, no Purchaser shall be liable for any portion of such liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agents’ gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction. Without limitation of the foregoing, each Purchaser shall promptly following written demand therefore, pay or reimburse the Agents, ratably according to their respective ownership of the Notes (or, if such payment is sought after the date on which the Notes are paid in full, in accordance with such Purchaser’s ratable share according to their respective ownership of the Notes immediately prior to the date on which all other Notes are paid in full) of any costs or out-of-pocket expenses (including reasonable and documented fees and expenses of counsel for the Agents) incurred by the Agents in connection with investigatingthe preparation, defending execution, delivery, administration, modification, amendment or preparing to defend any such matter that may be incurred by them enforcement (whether through negotiations, legal proceedings or asserted against or involve any of them as a result of, arising out otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any way related to the breach of any of the representationsother Note Document, warranties or covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchasers shall constitute the date upon which such claim has been made); and provided further, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 7.02 (other than any such damages solely to the extent that the Agents is not reimbursed for such damages (x) are in the form of diminution in value expenses by or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess on behalf of the sum total of its Purchase Price as set forth opposite Issuer, provided that such Purchaserreimbursement by the Purchasers shall not affect the Issuer’s name on Schedule A heretocontinuing reimbursement obligations with respect thereto, if any.

Indemnification by Purchasers. Each Purchaser agreesPurchaser, severally and not jointly, agrees to indemnify and hold harmless the PartnershipCompany (and each person, if any, who controls the General Partner Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each officer of the Company who signs the Registration Statement and their respective Representatives each director of the Company), from and against any losses, claims, damages or liabilities to which the Company (collectivelyor any such officer, “Partnership Related Parties”director or controlling person) frommay become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or Proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by such Purchaser or any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the Effective Date thereof, if, and hold to the extent, such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of such Purchaser specifically for use in preparation of the Registration Statement, and such Purchaser will reimburse the Company (and each of them harmless againstits officers, directors or controlling persons) for any and all actions, suits, proceedings (including any investigations, litigation, legal or inquiries), demands and causes of action and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or other expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses reasonably incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them action, Proceeding or asserted against or involve any of them as a result ofclaim; provided, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchasers shall constitute the date upon which such claim has been made); and provided further, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 7.02 (other than any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise from Third Party Claims); provided furtherhowever, that in no event will such Purchaser be liable shall any indemnity under this Section 7.02 for any 6.4(b) be greater in amount in excess than the dollar amount of the sum total proceeds (net of its Purchase Price as set forth opposite (i) the purchase price of the Registrable Shares included in the Registration Statement giving rise to such Purchaser’s name on Schedule A heretoindemnification obligation and (ii) the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission) received by such Purchaser upon the sale of such Registrable Shares, provided further that such Purchaser shall not have any indemnification obligation hereunder if the Loss is the result of the fraud, bad faith, gross negligence or willful misconduct of the Company.

Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, agrees to indemnify and hold harmless the PartnershipIssuer and its officers, the General Partner directors, affiliates, members and their respective Representatives successors and assigns (collectively, “Partnership Related the "Issuer Indemnified Parties”") fromfrom and against any third party losses, claims, damages or liabilities to which such Issuer Indemnified Parties may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the representations or warranties of such Purchaser contained herein, or failure to comply with the covenants and agreements of such Purchaser contained herein, and hold each of them harmless against, such Purchaser will reimburse such Issuer Indemnified Parties for any and all actions, suits, proceedings (including any investigations, litigation, reasonable legal or inquiries), demands and causes of action and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or other expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses reasonably incurred in connection with investigating, defending or preparing to defend any such matter action, proceeding or claim, provided, however, that may such Purchaser shall not be incurred by them liable in any such case to the extent that such loss, claim, damage or asserted against or involve any of them as a result of, arising liability arises out of, or in any way related to the is based upon, a breach of any representations or warranties made by the Issuer herein, or the failure of the representationsIssuer to comply with its covenants and agreements contained in this Agreement, warranties or covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty (it being understood that for purposes of determining when an indemnification claim has been madeprovided, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchasers shall constitute the date upon which such claim has been made); and provided further, that no Partnership Related Issuer Indemnified Party shall be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 7.02 (other than any 8.2. Such Purchaser shall reimburse each Issuer Indemnified Party for the amounts provided for herein on demand as such damages to the extent expenses are incurred; provided, however, that such damages (x) are in Purchaser's obligation to indemnify the form of diminution in value or (y) arise from Third Party Claims); provided further, that Issuer Indemnified Parties shall in no event will such Purchaser be liable exceed shall not exceed the aggregate purchase price for the Purchased Shares under this Section 7.02 for any amount in excess of the sum total of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A heretoAgreement.

Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Partnership, the General Partner (a) Sellers and their Affiliates, respective Representatives officers, directors, employees, agents, successors and assigns (collectivelyeach, “Partnership Related Parties”a "Seller Indemnified Party") from, shall be indemnified and hold each of them held harmless against, by Purchasers for and against any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands and causes of action and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result ofLosses, arising out of, of or in any way related to resulting from: (i) the breach of any representation or warranty made by Purchasers contained in this Agreement or any Ancillary Agreement; (ii) the breach of any covenant or agreement by Purchasers or (after the representations, warranties or covenants of such Purchaser Closing) the Acquired Companies contained herein in this Agreement or in any certificate Ancillary Agreement; (iii) the Crisa Liabilities, but excluding such portion of any Losses that arise out of or instrument delivered relate to (A) any breach by such Sellers of any representation, warranty, covenant or agreement of Sellers under this Agreement or any Ancillary Agreement, or (B) any items for which any Purchaser hereunderIndemnified Party is entitled to indemnification from Sellers hereunder (without regard to any indemnification threshold or other limitations); provided that such (iv) 49% of any profit sharing payments made by any Acquired Company to Crisa Corp. in excess of the subsequently determined amount due resulting from the correction of a pricing error on an original invoice or the return, rejection or claim for indemnification relating to a breach of a representation or warranty is losses by the customer for products upon which profit payment has been made prior to the expiration of such representation or warranty (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchasers shall constitute the date upon which such claim has been made)Closing Date; and provided further(v) the Vitro Guarantees, but excluding that no Partnership Related portion of any Losses payable with respect to Vitro Guarantees that (A) arise out of any breach by Sellers of any representation, warranty, covenant or agreement of Sellers under any Contract, or (B) are based on any items for which any Purchaser Indemnified Party shall be is entitled to recover special, consequential indemnification from Sellers hereunder (including lost profits) without regard to any indemnification threshold or punitive damages under this Section 7.02 (other than any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise from Third Party Claimslimitations); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess of the sum total of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A hereto.

Indemnification by Purchasers. Each Purchaser agreesPurchaser, severally and not jointly, agrees to indemnify and hold harmless the PartnershipCompany (and each Person, if any, who controls the General Partner Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each officer of the Company who signs the Registration Statement and their respective Representatives each director of the Company), from and against any losses, claims, damages or liabilities to which the Company (collectivelyor any such officer, “Partnership Related Parties”director or controlling Person) frommay become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by such Purchaser or any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the Effective Date thereof, if, and hold to the extent, such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of such Purchaser specifically for use in preparation of the Registration Statement, including without limitation the Purchaser Questionnaire and the Selling Stockholder Questionnaire, and such Purchaser will reimburse the Company (and each of them harmless againstits officers, directors or controlling Persons) for any and all actions, suits, proceedings (including any investigations, litigation, legal or inquiries), demands and causes of action and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or other expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses reasonably incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them action, proceeding or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of claim for which such Purchaser contained herein or is determined, in any certificate or instrument delivered by such Purchaser hereunder; provided that such claim for indemnification relating a final non-appealable judgment, to a breach of a representation or warranty is made prior to the expiration of such representation or warranty (it being understood that for purposes of determining when have an indemnification claim has been made, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchasers shall constitute the date upon which such claim has been madeobligation under this Paragraph 5(b); and provided furtherprovided, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 7.02 (other than any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise from Third Party Claims); provided furtherhowever, that in no event will shall any indemnity under this Paragraph 5(b) be greater in amount than the dollar amount of the proceeds received by such Purchaser be liable under this Section 7.02 for any amount in excess upon the sale of the sum total of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A heretoRegistrable Securities.

Indemnification by Purchasers. Each Purchaser agreesPurchaser, severally and not jointly, agrees to indemnify and hold harmless the PartnershipParent (and each Person, if any, who controls the General Partner Parent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each officer of the Parent who signs the Registration Statement and their respective Representatives each director of the Parent), from and against any losses, claims, damages or liabilities to which the Parent (collectivelyor any such officer, “Partnership Related Parties”director or controlling Person) frommay become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by such Purchaser or any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the Effective Date thereof, if, and hold each to the extent, such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands and causes such Purchaser specifically for use in preparation of action and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoeverthe Registration Statement, including, without limitationlimitation the Purchaser Questionnaire, the reasonable fees Selling Stockholder Questionnaire, and disbursements the Anti-Money Laundering Information Form, and such Purchaser will reimburse the Parent (and each of counsel and all its officers, directors or controlling Persons) for any legal or other reasonable expenses reasonably incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them action, proceeding or asserted against or involve any of them as a result ofclaim; provided, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchasers shall constitute the date upon which such claim has been made); and provided further, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 7.02 (other than any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise from Third Party Claims); provided furtherhowever, that in no event will shall any indemnity under this Paragraph 5(b) be greater in amount than the dollar amount of the proceeds (net of (i) the purchase price of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation and (ii) the amount of any damages such Purchaser be liable under this Section 7.02 for any amount in excess has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission) received by such Purchaser upon the sum total sale of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A heretoRegistrable Securities.