Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle and its Representatives (collectively, “Triangle Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including 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), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or as of the Closing or (ii) the breach of any of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Related Party shall have given notice to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of the Purchaser shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle the Company and its Representatives (collectively, the “Triangle Company Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (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), whether or not involving a Third Third-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or as of the Closing made or (iib) the breach of any of the covenants of the Purchaser contained herein; provided, that provided that, in the case of the immediately preceding clause (ia), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made. No Company Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.02; provided, furtherhowever, that, absent fraud or willful misconduct, the liability of the Purchaser that such limitation shall not be greater prevent any Company Related Party from recovering under this Section 5.02 for any such damages to the extent that such damages are direct damages in amount than the Purchase Priceform of diminution in value or payable to a third party in connection with any Third-Party Claims.

Indemnification by the Purchaser. The Purchaser agrees to shall indemnify Triangle and hold harmless the Company, each of its Representatives directors, and each Person, if any, who controls or is under common control with the Company within the meaning of the Securities Act (collectively, the “Triangle Related Company Indemnified Parties”), against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) frominsofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Purchaser contained in this Agreement or any failure of the Purchaser to perform its obligations hereunder , and hold each of them harmless againstwill reimburse the applicable Company Indemnified Parties for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred Company Indemnified Parties in connection with investigating, defending defending, settling, compromising or preparing to defend paying any such matter loss, claim, damage, liability, expense or action. For purposes of clarity, the Purchaser will not be liable to any Company Indemnified Party to the extent that may be incurred by them any loss, claim, damage, liability or asserted against expense arises out of or involve any of them), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to is based upon (i) the failure of any of a Company Indemnified Party to comply with the representations or warranties made by the Purchaser covenants and agreements contained herein to be true and correct in all material respects as of the date hereof or as of the Closing this Agreement, or (ii) the breach inaccuracy of any of the covenants of the Purchaser contained representations made by a Company Indemnified Party herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Related Party shall have given notice to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of the Purchaser shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle the Partnership, the General Partner, NuStar GP and its their respective Representatives (collectively, the “Triangle Partnership Related Parties”) from, all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (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), whether or not involving a Third Third-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof made (except to the extent any representation or as warranty includes the word “material,” Material Adverse Effect or words of the Closing similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct in all respects) or (iib) the breach of any of the covenants or obligations of any the Purchaser contained hereinherein (including failure to deliver payment pursuant to the Funding Amount); providedprovided that, that in the case of the immediately preceding clause (ia), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; and provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; and provided, further, that, absent fraud or willful misconduct, that the liability of the any Purchaser shall not be greater in amount than the Purchase PriceFunding Amount plus any distributions paid to the Purchaser with respect to the Purchased Common Units. No Partnership Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any Partnership Related Party from recovering under this Section 6.02 for any such damages to the extent that such damages are payable to a third party in connection with any Third-Party Claims.

Indemnification by the Purchaser. The In accordance with the terms and subject to the conditions of this Article VIII, from and after the Closing, the Purchaser agrees to shall indemnify Triangle and its Representatives (collectively, “Triangle Related Parties”) from, and hold each of them harmless againstthe Company and SFS and their respective Representatives, from and against any and all lossesdemands, claims, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and 45 causes of action, andproceedings, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costsassessments, losses, damages, liabilities, damages or settlements, judgments, fines, penalties, interest, costs and expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses counsel) which are asserted against, imposed upon or incurred by any such Person as a result of or in connection with investigating, defending the breach or preparing to defend any such matter that may be incurred alleged breach by them or asserted against or involve any of them), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (i) the failure Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement (all such demands, claims, actions, causes of action, proceedings, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses for which indemnification is provided pursuant to this Section 8.02 being hereinafter collectively referred to as the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or as of the Closing or (ii) the breach of any of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i"Company Claims"), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes (A) the maximum liability of determining when the Purchaser pursuant to this Section 8.02 in respect of such Company Claims shall be an amount equal to the Purchase Price (as adjusted in accordance with Section 1.04) and (B) the obligation of the Purchaser to provide indemnification claim has been madepursuant to this Section 8.02 in respect of any Company Claims shall terminate as of the applicable survival period set forth in Section 8.03, unless the date upon which a Triangle Related Party Person entitled to indemnification shall have given notice to the Purchaser shall constitute the prior to such date upon which identifying such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of Company Claims with reasonable particularity and asserting that it is entitled to indemnification by the Purchaser shall not be greater in amount than the Purchase Priceagainst such Company Claims pursuant to this Section 8.02.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle EEP, its Affiliates and its Representatives their officers, directors, members, managers, employees and agents (collectively, “Triangle EEP Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including 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), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or as of the Closing or (ii) the breach of any of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle EEP Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, that the liability of the Purchaser (and its Affiliates, if the Purchaser transfers a portion or all of the Purchased Units to an Affiliate) shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle the Company and its Representatives (collectively, “Triangle Company Related Parties”) fromfrom costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (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), whether or not involving a Third Third-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or and as of the Closing or (iib) the breach of any of the covenants of the Purchaser contained herein; providedprovided that, that in the case of the immediately preceding clause (ia), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty, in which case the indemnification obligations of the Purchaser with respect to such claim shall survive indefinitely; provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, that the liability of the Purchaser shall not be greater in amount than the Purchase Pricesum of the Purchaser’s Funding Obligation plus any distributions paid to the Purchaser with respect to the Purchased Shares.

Indemnification by the Purchaser. The Subject to the limitations set forth in this Agreement, the Purchaser agrees to indemnify Triangle the Partnership, the General Partner and its their respective Representatives (collectively, “Triangle Partnership Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including 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), whether or not involving a Third Party Claimthird party claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or as of the Closing or (ii) the breach of any of the representations, warranties or covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, warranty (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Partnership Related Party shall have has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made); and provided, further, thatthat no Partnership Related Party shall be entitled to recover special, absent fraud indirect, exemplary, incidental, speculative or willful misconduct, the liability of the Purchaser shall not be greater in amount than the Purchase Pricepunitive damages.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle and its Representatives (collectively, “Triangle Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including 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), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or as of the Closing or (ii) the breach of any of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Related Party shall have given notice to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of the Purchaser (and its Affiliates, if the Purchaser Transfers (as defined in the Convertible Note) a portion or all of the Convertible Note or all or a portion of the Conversion Shares to an Affiliate in accordance with the terms and upon the conditions of the Convertible Note) shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle the Company and its Representatives (collectively, “Triangle Company Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (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), whether or not involving a Third Third-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof made (except to the extent any representation or as warranty includes the word “material,” Material Adverse Effect or words of the Closing similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct) or (iib) the breach of any of the covenants of the Purchaser contained herein; providedprovided that, that in the case of the immediately preceding clause (ia), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; and provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; and provided, further, that, absent fraud or willful misconduct, that the liability of the Purchaser shall not be greater in amount than the sum of the aggregate Purchase PricePrice (minus the Transaction Fee) actually paid or, assuming the satisfaction or waiver of all applicable conditions set forth in Section 2.04 and Section 2.05, obligated to be paid at all Closings. No Company Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any Company Related Party from recovering under this Section 6.02 for any such damages to the extent that such damages are in the form of diminution in value or are payable to a third party in connection with any Third-Party Claims.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle the Company and its Representatives (collectively, “Triangle Company Related Parties”) fromfrom costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (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), whether or not involving a Third Third-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or as of the Closing or (iib) the breach of any of the covenants of the Purchaser contained herein; providedprovided that, that in the case of the immediately preceding clause (ia), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty, in which case the indemnification obligations of the Purchaser with respect to such claim shall survive indefinitely; provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Company Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, that the liability of the Purchaser shall not be greater in amount than the Purchase Pricesum of the Purchaser’s Funding Obligation plus any distributions paid to the Purchaser with respect to the Purchased Shares.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle each Seller, its Affiliates and its their respective Representatives (collectively, the “Triangle Related PartiesSeller Indemnitees”) from, all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (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), whether or not involving a Third Party third-party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or as of the Closing or (ii) the breach of any of the representations, warranties or covenants of the Purchaser contained herein; provided, provided that in the case of the immediately preceding clause (i), such claim Claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration third anniversary of such representation or warrantythe Closing Date; provided, howeverfurther, that for purposes of determining when an a Claim for indemnification claim has been made, the date upon which a Triangle Related Party Seller Indemnitee shall have given notice (stating in reasonable detail the basis of the Claim for indemnification) to the Purchaser shall constitute the date upon which such claim Claim has been made; provided, further, that, absent fraud or willful misconduct, that the aggregate liability of the Purchaser shall not be greater in amount than the aggregate Purchase PricePrice paid to the Sellers. No Seller Indemnitee shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 4.2; provided, however, that such limitation shall not prevent any Seller Indemnitee from recovering under this Section 4.2 for any such damages to the extent that such damages are in the form of diminution in value or are payable to a third party in connection with any third-party Claims.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle Crosstex, the General Partners and its their respective Representatives (collectively, “Triangle Crosstex Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including 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), whether or not involving a Third Party Claimthird party claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or as of the Closing or (ii) the breach of any of the covenants of the Purchaser contained herein; provided, that provided that, in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Crosstex Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, that the liability of the Purchaser shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle shall indemnify, save and its Representatives (collectivelykeep the Shareholder and the Seller, “Triangle Related Parties”) fromtheir successors and assigns, forever harmless against and hold each of them harmless againstfrom all liabilities, any and all lossesdemands, actionsclaims, suits, proceedings (including any investigations, litigation actions or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costsassessments, losses, liabilitiespenalties, costs, damages or expenses of any kind or nature whatsoever (expenses, including the reasonable attorneys' fees and disbursements expenses, of counsel every kind, nature and all other reasonable expenses incurred in connection with investigatingdescription, defending fixed or preparing to defend any such matter that may be contingent, sustained or incurred by them Shareholder and the Seller, its successors or asserted against or involve any of them), whether or not involving a Third Party Claim, as a result of, assigns arising out of, resulting from, based upon or in connection with: 9.3.1 any way related representation or warranty made by Purchaser to Shareholder or the Seller herein or any violation of agreements or covenants or any instrument or document delivered to Shareholder and the Seller in connection herewith being incorrect in any material respect provided a claim is asserted by Shareholder or the Seller within one (i1) year of the Closing Date. 9.3.2 the failure of any of the representations Purchaser to comply with, or warranties made the breach by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or as of the Closing or (ii) the breach of any of the covenants and agreements in this Agreement to be performed by the Purchaser; 9.4 DEFENSE OF CLAIMS: A party entitled to indemnification hereunder (an "Indemnified Party") agrees to notify each party required to indemnity hereunder (an "Indemnifying Party") with reasonable promptness of any claim asserted against it in respect of which any Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the Purchaser contained herein; provided, that in the case basis of the immediately preceding clause (i), such claim for indemnification relating and the manner of calculation thereof. An Indemnifying Party shall have the right to a breach defend any such claim at its or his own expense and with counsel of any representation its or warranty is made prior to the expiration of such representation or warrantyhis choice; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Related Party such counsel shall have given notice been approved by the Indemnified Party prior to the Purchaser shall constitute the date upon engagement, which such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of the Purchaser approval shall not be greater unreasonably withheld or delayed; and provided further, that the Indemnified Party may participate in amount than the Purchase Price.such defense, if it so chooses, with its own counsel and at its own expense. 9.5

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle each of the Partnership Parties and its their respective Representatives (collectively, “Triangle Partnership Related Parties”) from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for any and all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (including 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), whether or not involving a Third Third-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or (other than those representations and warranties that are qualified by materiality, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date or (iib) the breach of any of the covenants of the Purchaser contained herein; provided, that however, that, in the case of the immediately preceding clause (ia), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such the survival period of the representation or warranty; and provided, howeverfurther, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; and provided, further, that, absent fraud or willful misconduct, that the liability of the Purchaser shall not be greater in amount than the Purchase Pricesum of the Funding Obligation plus any distributions paid to the Purchaser with respect to the Purchased Units, the PIK Units and the Conversion Units, if applicable. No Partnership Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any Partnership Related Party from recovering under this Section 6.02 for any such damages to the extent that such damages are payable to a third party in connection with any Third-Party Claims.

Indemnification by the Purchaser. The Purchaser agrees Purchasers agree to indemnify Triangle the Partnership, its Affiliates and its each of their respective Representatives (collectively, “Triangle Partnership Related Parties”) from, from Losses and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for any and all reasonable costsLosses (including, losseswithout limitation, liabilities, damages or expenses of any kind or nature whatsoever (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), whether or not involving a Third Third-Party Claim, as a result of, arising out of, or in any way related to (ia) the failure of any of the representations or warranties made by the any Purchaser contained herein to be true and correct in all material respects as of the date hereof or (other than those representations and warranties that are qualified by materiality, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date or (iib) the breach of any of the covenants of the Purchaser Purchasers contained herein; provided, that however, that: (i) in the case of the immediately preceding clause (ia), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such the survival period of the representation or warranty; provided, however, that (ii) for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Partnership Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser Representative shall constitute the date upon which such claim has been made; and (iii) the aggregate liability of each Purchaser to the Partnership Related Parties pursuant to this Section 6.02 shall not exceed its Funding Obligation. No Partnership Related Party shall be entitled to recover (i) special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 6.02; provided, furtherhowever, that, absent fraud or willful misconduct, the liability of the Purchaser that such limitation shall not be greater prevent any Partnership Related Party from recovering under this Section 6.02 for any such damages to the extent that such damages are payable to a third party in amount than connection with any Third-Party Claims, or (ii) twice with respect to the Purchase Pricesame Loss.

Indemnification by the Purchaser. The From and after the Closing, the Purchaser agrees to indemnify Triangle the K-Sea Entities and its their respective Representatives (collectively, “Triangle K-Sea Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including 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), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or hereof, as of the First Transaction Closing Date and, if there is a Second Transaction Closing, as of the Second Transaction Closing Date or (ii) the breach of any of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle K-Sea Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, that the liability of the Purchaser (and its Affiliates, if the Purchaser Transfers a portion or all of the Purchased Units to an Affiliate as permitted by Section 5.01) shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle and its Representatives (collectively, “Triangle Related Parties”) from, and hold each the Sellers harmless in respect of them harmless againstthe aggregate of all indemnifiable damages of the Sellers. For this purpose, any and "indemnifiable damages" of the Sellers means the aggregate of all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costsexpenses, losses, liabilitiescosts, deficiencies, liabilities and damages or expenses of any kind or nature whatsoever (including the reasonable related counsel and engineering fees and disbursements of counsel and all other reasonable expenses expenses) incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred suffered by them or asserted against or involve any of them), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to the Sellers (i) resulting from any representation or warranty made by the failure Purchaser in or pursuant to Article 5 hereof that is inaccurate, (ii) resulting from any default in the performance of any of the representations covenants or warranties agreements made by the Purchaser contained herein in this Agreement, (iii) resulting from the failure of the Purchaser to pay, discharge or perform any of the Assumed Liabilities, or (iv) resulting from the Purchaser's failure to satisfy Environmental Liabilities assumed by the Purchaser pursuant to Section 2.3.1.3 to the extent indemnifiable damages of the Sellers are less than $1,000,000 or are greater than $3,500,000. For the purpose of this Section 11.2, all representations, warranties, covenants and agreements of the Purchaser set forth in this Agreement that are qualified as to materiality shall be deemed not so qualified. The right to payment of indemnifiable damages or other remedy based on representations, warranties, covenants or obligations will not be affected by any investigation conducted, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. Without limiting the generality of the foregoing with respect to the measurement of indemnifiable damages, the Sellers shall have the right to be put in the same financial position as it would have been in had each of the representations and warranties of the Purchaser been true and correct in all material respects as of the date hereof or as of the Closing or (ii) the breach of any and had each of the covenants of the Purchaser contained herein; provided, that been performed in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Related Party shall have given notice to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of the Purchaser shall not be greater in amount than the Purchase Pricefull.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle Copano and its Representatives (collectively, “Triangle Copano Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever (including 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), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or as of the Closing or (ii) the breach of any of the covenants of the Purchaser contained herein; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Copano Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, that the liability of the Purchaser (and its Affiliates, if the Purchaser Transfers a portion or all of the Purchased Units to an Affiliate as permitted by Section 5.02) shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The From and after the Closing, the Purchaser agrees to shall indemnify Triangle the Company, and its Representatives controlled Affiliates and its and their officers, directors, managers, employees and agents (collectively, the “Triangle Company Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, 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 or expenses of any kind or nature 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), 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 of, or in any way related to of (ia) the failure of any of the representations or warranties made by the Purchaser contained herein in Section 2.2(a), 2.2(b)(1), 2.2(b)(2)(i)(A) or 2.2(c) to be true and correct correct, (b) the breach of any applicable securities Laws in all material respects as connection with the assignment of the date hereof Purchased Shares by the Purchaser, or as any of the Closing its successors or assigns, to any Permitted Transferee, or (iic) the breach of any of the covenants of the Purchaser contained herein; providedprovided that, that in the case of the immediately preceding clause (ia), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warrantywarranty as set forth in Section 5.5; provided, howeverfurther, that that, for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Company Related Party shall have given written notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser in accordance with the terms and conditions of this Agreement shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of the Purchaser shall not be greater in amount than the Purchase Price.

Indemnification by the Purchaser. The Purchaser agrees to indemnify Triangle the Seller, its Affiliates and its their respective Representatives (collectively, the “Triangle Related PartiesSeller Indemnitees”) from, all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages damages, or expenses of any kind or nature whatsoever (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), whether or not involving a Third Party third-party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or as of the Closing or (ii) the breach of any of the representations, warranties or covenants of the Purchaser contained herein; provided, provided that in the case of the immediately preceding clause (i), such claim Claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration third anniversary of such representation or warrantythe Closing Date; provided, howeverfurther, that for purposes of determining when an a Claim for indemnification claim has been made, the date upon which a Triangle Related Party Seller Indemnitee shall have given notice (stating in reasonable detail the basis of the Claim for indemnification) to the Purchaser shall constitute the date upon which such claim Claim has been made; provided, further, that, absent fraud or willful misconduct, that the aggregate liability of the Purchaser shall not be greater in amount than the aggregate Purchase PricePrice paid to the Seller. No Seller Indemnitee shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Section 4.2; provided, however, that such limitation shall not prevent any Seller Indemnitee from recovering under this Section 4.2 for any such damages to the extent that such damages are in the form of diminution in value or are payable to a third party in connection with any third-party Claims.

Indemnification by the Purchaser. The Purchaser agrees to will, and hereby does, indemnify Triangle and hold harmless, Deutsche Bank and its Representatives (collectivelydirectors, “Triangle Related Parties”) fromofficers, partners, agents and hold Affiliates and each other person who participates as an underwriter in the offering or sale of them harmless againstthe Purchase Price Shares, any and all insofar as losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilitiesclaims, damages or expenses liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any kind material fact contained in the Registration Statement under which Purchase Price Shares held by Deutsche Bank were registered under the Securities Act, any preliminary prospectus, final prospectus or nature whatsoever (including summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the reasonable fees statements therein in light of the circumstances in which they were made not misleading, and disbursements of counsel the Purchaser will reimburse Deutsche Bank and all each such director, officer, partner, agent or Affiliate and underwriter for any legal or any other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be reasonably incurred by them in 119 connection with investigating or asserted against defending any such loss, claim, liability, action or involve any of them), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date hereof or as of the Closing or (ii) the breach of any of the covenants of the Purchaser contained hereinproceeding; provided, that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Triangle Related Party shall have given notice to the Purchaser shall constitute the date upon which such claim has been made; provided, further, that, absent fraud or willful misconduct, the liability of the Purchaser shall not be greater liable in amount than any such case to Deutsche Bank and its directors, officers, partners, agents and Affiliates or any underwriter to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Purchaser through an instrument executed by or on behalf of such person, as the case may be, specifically stating that it is for use in the preparation thereof; and provided, further, that the Purchaser shall not be liable to any person who participates as an underwriter in the offering or sale of Purchase PricePrice Shares or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person’s failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Purchase Price Shares to such person if such statement or omission was corrected in such final prospectus so long as such final prospectus, and any amendments or supplements thereto, have been furnished to such underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Deutsche Bank or any such underwriter, director, officer, partner, agent or Affiliate and shall survive the transfer of such securities by Deutsche Bank. The Purchaser shall be entitled to receive indemnification and contribution from or on behalf of underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such Persons for inclusion in any prospectus or Registration Statement.