Common use of Indemnification by the Purchasers Clause in Contracts

Indemnification by the Purchasers. Subject to the terms and conditions of this Article VIII, from and after the Closing, the Purchaser and their respective successors and assigns (with respect to any claim made under this Section 8.2, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Seller and its Affiliates and their respective officers, directors, managers, employees, successors and permitted assigns (with respect to any claim made under this Section 8.2, the “Indemnified Parties”) from and against any and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Party to the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Third Party Claim): (i) the breach of any representation or warranty made by the Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by the Purchaser or Shareholder pursuant to this Agreement; (ii) the breach of any covenant or agreement on the part of Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by Purchaser or Shareholder pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of the Sellers, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Seller, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (iv) any Fraud Claims.

Indemnification by the Purchasers. Subject (a) The Purchasers agree, subject to the other terms and conditions of this Article VIIIAgreement, from and after the Closing, the Purchaser and their respective successors and assigns (with respect to any claim made under this Section 8.2, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless indemnify the Seller and its Affiliates and each of their respective officers, directors, managersemployees, employeesagents, successors and permitted assigns (with respect to any claim made under this Section 8.2, the each a “Seller Indemnified PartiesParty”) against and hold them harmless from and against any and all liabilities, losses, Actionsdamages, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlementclaims, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses)attorney’s fees) (collectively, (any of the foregoing, a “LossLosses”) paid, suffered or actually incurred by, or imposed upon, any Indemnified Party to the extent by them arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Third Party Claim): (i) the breach failure of any representation or warranty made by of the Purchaser or Shareholder set forth Purchasers herein to be true and correct in this Agreement or in any certificate delivered by all material respects on the Purchaser or Shareholder pursuant to this Agreement; Closing Date (except for representations and warranties that speak as of a specific date, which must be true and correct as of such date), (ii) the material breach of any covenant or agreement on of the part of Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by Purchaser or Shareholder pursuant to this Agreement; Purchasers herein, (iii) any Action by Person(sthe Assumed Liabilities, and (iv) who were holders of equity securities the conduct of the SellersBusiness following the Closing and the performance and discharge when due of any and all debts, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities liabilities and obligations that arise out of the SellerBusiness, of whatever nature (whether fixed or contingent, matured or unmatured) arising by Law or by contract or otherwise on, prior to or after the Closing arising out Date, except to the extent any of the saleforegoing is a Retained Liability; and provided, purchasehowever, terminationthat (subject to their ultimate obligations to perform or discharge such debts, cancellationliabilities and obligations) Purchasers may contest, expirationin good faith, redemption or conversion the performance and discharge of any such securitiesdebts, liabilities and obligations. Notwithstanding anything in this Article IX to the contrary, no claim may be made against Purchasers for indemnification pursuant to Section 9.2(a)(i) until the aggregate dollar amount of all Losses of the Seller Indemnified Parties shall exceed $100,000 (the “Basket”) and the Purchases shall only be required to pay or be liable for any amount in excess of the Basket; or (ivprovided, however that Purchasers’ indemnification obligations under Section 9.2(a)(i) any Fraud Claimsshall not exceed $2 million.

Indemnification by the Purchasers. Subject Each Purchaser agrees, severally and not jointly, to the terms and conditions of this Article VIII, from and after the Closing, the Purchaser and their respective successors and assigns (with respect to any claim made under this Section 8.2, the “Indemnifying Parties”) will jointly and severally indemnify, defend indemnify and hold harmless (i) each Closing Time Issuer and (ii) each Controlling Person of such Issuer and (iii) the Seller and its Affiliates and their respective officers, directors, managers, employees, successors representatives and permitted assigns agents of each such Issuer or any such Controlling Person (with respect any such Person referred to any claim made under this Section 8.2, the “Indemnified Parties”) from and against any and all losses, Actions, Orders, Liabilities, damages in clause (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expensesi), (ii) or (iii), an "Issuer Indemnified Person") against any losses, claims, damages or liabilities, joint or several, to which such Issuer Indemnified Person may become subject, under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of the foregoing, a “Loss”or are based (i) paid, suffered or incurred by, or imposed upon, any Indemnified Party to the extent arising in whole or in part out upon any inaccuracy in any of the representations and warranties of such Purchaser contained herein, or resulting directly (ii) in whole or indirectly in part upon the failure of such Purchaser to perform its obligations hereunder; and will reimburse the Issuer Indemnified Persons for any legal and other expenses reasonably incurred by the Issuer Indemnified Persons in connection with investigating or defending any such actions or claims as such expenses are incurred upon presentation of appropriate invoices containing reasonable detail; provided, however, that if an Issuer Indemnified Person is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the losses, claims, damages or liabilities in question resulted primarily from (whether or not involving a Third Party Claim): (i) the breach willful misconduct or gross negligence of any representation such Issuer Indemnified Person or warranty made by the Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by the Purchaser or Shareholder pursuant to this Agreement; (ii) the breach by any Issuer Indemnified Person of any representation, warranty, covenant or other agreement on of any Issuer Indemnified Person contained in this Agreement. Notwithstanding any provision in this paragraph (b) to the part contrary, no Purchaser shall be liable under this Section 14.02(b) to an Issuer Indemnified Person: (i) for any amount paid by the Issuer Indemnified Person in settlement of Purchaser claims by the Issuer Indemnified Person without such Purchaser's consent (which consent shall not be unreasonably withheld), (ii) to the extent that it is finally judicially determined that such losses, claims, damages or Shareholder liabilities resulted primarily from the willful misconduct or gross negligence of such Issuer Indemnified Person or (iii) to the extent that it is finally judicially determined that such losses, claims, damages or liabilities resulted primarily from the breach by any Issuer Indemnified Person of any representation, warranty, covenant or other agreement of any Issuer Indemnified Person contained in this Agreement. The indemnity agreement set forth in this Agreement Section 14.02(b) shall be in addition to any liabilities that each Purchaser may have under common law or in any certificate delivered by Purchaser or Shareholder pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of the Sellers, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Seller, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (iv) any Fraud Claimsotherwise.

Indemnification by the Purchasers. Subject The Purchasers agree to jointly and severally indemnify and hold each of the terms and conditions of this Article VIII, from and after the Closing, the Purchaser Sellers and their respective successors and assigns (with respect to any claim made under this Section 8.2, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Seller and its Affiliates and any or all of their respective officerspartners, directors, officers, managers, members, employees, successors agents and permitted assigns controlling Persons (with respect to any claim made under this Section 8.2each, the a “Seller Indemnified PartiesParty”) harmless from and against against, and will pay to each Seller Indemnified Party the amount of, any and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered Losses awarded against or incurred byor suffered by such Seller Indemnified Party, or imposed upon, any Indemnified Party to the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Third Party Claim): , arising out of (ia) the any breach of any representation or warranty made by the Purchaser Purchasers in any of the Transaction Documents or Shareholder set forth in this Agreement or in any certificate delivered by the Purchaser or Shareholder Purchasers to the Sellers in writing pursuant to this Agreement; , (iib) the any breach of or default under any covenant or agreement on of the part of Purchaser or Shareholder set forth in this Agreement or Purchasers in any certificate delivered Transaction Document to which the Purchasers are parties, (c) any Assumed Liability, if any or (d) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by Purchaser the Purchasers to any brokers, financial advisors or Shareholder pursuant to comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement; provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party (i) that results from the bad faith, gross negligence or willful misconduct of any Seller Indemnified Party or the material breach by any Seller of this Agreement, (ii) for any matter in respect of which any Purchaser Indemnified Party would be entitled to indemnification under Section 6.1 or (iii) any Action by Person(s) who were holders of equity securities to the extent resulting from acts or omissions of the Sellers, including options, warrants, convertible debt or other convertible securities or other rights Purchasers based upon the written instructions from any Seller Indemnified Party. Any amounts due to acquire equity securities of any Seller Indemnified Party hereunder shall be payable by the Seller, prior Purchasers to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (iv) any Fraud ClaimsSeller Indemnified Party upon demand.

Indemnification by the Purchasers. Subject (a) From and after consummation of the Class B Units Sale, each Purchaser agrees, severally and not jointly (except that the Class B Purchasers agree severally and jointly with respect to the terms liability of any and conditions of this Article VIIIall Class B Purchasers), from to indemnify the Company and after the Closing, the Purchaser NEP and their respective successors Affiliates, partners, members, stockholders, and assigns Representatives, and any Affiliate, member, partner, stockholder, or Representative of any of the foregoing (with respect to any claim made under this Section 8.2collectively, the “Indemnifying NEP Related Parties”) will jointly from, costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and severally indemnifyto hold each of them harmless against, defend and hold harmless the Seller and its Affiliates and their respective officers, directors, managers, employees, successors and permitted assigns (with respect to any claim made under this Section 8.2, the “Indemnified Parties”) from and against any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, to pay or reimburse each of them for all costs, losses, Actionsliabilities, Ordersdamages, Liabilities, damages or expenses of any kind or nature whatsoever (including consequential damagesthe 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), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Party to the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Third Third-Party Claim): , as a result of, arising out of, or in any way related to (i) the breach failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date made (except to the extent any representation or warranty made by includes the Purchaser word “material,” Material Adverse Effect or Shareholder set forth in this Agreement words of similar import, with respect to which such representation or in any certificate delivered by the Purchaser warranty, or Shareholder pursuant to this Agreement; applicable portions thereof, must have been true and correct) or (ii) the breach of any covenant or agreement on the part of Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by Purchaser or Shareholder pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of the Sellerscovenants of such Purchaser contained herein; provided that, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities in the case of the Sellerimmediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the Closing arising out expiration of the salesurvival period of such representation or warranty; and provided, purchasefurther, terminationthat, cancellationfor purposes of determining when an indemnification claim has been made, expirationthe date upon which a NEP Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; and provided, redemption further, that the liability of each such Purchaser shall not be greater in amount than the sum of such Purchaser’s Class A Purchase Price or conversion of Class B Purchase Price, as applicable, plus any distributions paid to such Purchaser with respect to the Purchased Units. No NEP 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 NEP Related Party from recovering under this Section 6.02 for any such securities; damages to the extent that such damages are in the form of diminution in value of the Purchased Units (it being understood and agreed that any change in the market price of the Conversion Units shall not in and of itself constitute diminution in value damages) or (iv) are payable to a third party in connection with any Fraud Third-Party Claims.

Indemnification by the Purchasers. Subject (a) From and after (i) consummation of the Initial Issuance, the Class A Purchaser agrees, and (ii) the Initial Class B Units Sale, each Class B Purchaser agrees, severally and not jointly (except that the Class B Purchasers agree severally and jointly with respect to the terms liability of any and conditions of this Article VIIIall Class B Purchasers), from to indemnify the Company and after the Closing, the Purchaser NEP and their respective successors Affiliates, partners, members, stockholders, and assigns Representatives, and any Affiliate, member, partner, stockholder, or Representative of any of the foregoing (with respect to any claim made under this Section 8.2collectively, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Seller and its Affiliates and their respective officers, directors, managers, employees, successors and permitted assigns (with respect to any claim made under this Section 8.2, the “Indemnified NEP Related Parties”) from costs, losses, 869214.30-WILSR01A - MSW liabilities, damages, or expenses of any kind or nature whatsoever, and to 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, promptly upon demand, to pay or reimburse each of them for all costs, losses, Actionsliabilities, Ordersdamages, Liabilities, damages or expenses of any kind or nature whatsoever (including consequential damagesthe 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), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Party to the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Third Third-Party Claim): , as a result of, arising out of, or in any way related to (i) the breach failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date made (except to the extent any representation or warranty made by includes the Purchaser word “material,” Material Adverse Effect or Shareholder set forth in this Agreement words of similar import, with respect to which such representation or in any certificate delivered by the Purchaser warranty, or Shareholder pursuant to this Agreement; applicable portions thereof, must have been true and correct) or (ii) the breach of any covenant or agreement on the part of Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by Purchaser or Shareholder pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of the Sellerscovenants of such Purchaser contained herein; provided that, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities in the case of the Sellerimmediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the Closing arising out expiration of the salesurvival period of such representation or warranty; and provided, purchasefurther, terminationthat, cancellationfor purposes of determining when an indemnification claim has been made, expirationthe date upon which a NEP Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; and provided, redemption further, that (A) the liability of the Class A Purchaser under this Section 6.02 shall not be greater in amount than the sum of (A) the Class A Purchase Price and (B) the excess of (I) the Class B Purchase Price over (II) the aggregate amount of the Initial Aggregate Class B Purchase Price and the Additional Aggregate Class B Purchase Price, if any, actually paid by the Class B Purchasers to the Company at the Initial Closing and the Additional Closing, if any, and (B) the liability of a Class B Purchaser shall not be greater in amount than the sum of such Class B Purchaser’s Initial Individual Class B Purchase Price, if any, and the Additional Individual Class B Purchase Price, if any, actually paid by such Class B Purchaser to the Company at the Initial Closing and the Additional Closing, if any. No NEP Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative, or conversion of punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any NEP Related Party from recovering under this Section 6.02 for any such securities; damages to the extent that such damages are in the form of diminution in value of the Purchased Units (it being understood and agreed that any change in the market price of the Conversion Units shall not in and of itself constitute diminution in value damages) or (iv) are payable to a third party in connection with any Fraud Third-Party Claims.

Indemnification by the Purchasers. Subject to the terms and conditions of this Article VIII, from and after the Closing, the Purchaser Purchasers and their respective successors and assigns (with respect to any claim made under this Section 8.2, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Seller and its Affiliates and their respective officers, directors, managers, employees, successors and permitted assigns (with respect to any claim made under this Section 8.2, the “Indemnified Parties”) from and against any and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Party to the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Third Party Claim): (i) the breach of any representation or warranty made by the Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by the Purchaser Purchasers or Shareholder pursuant to this Agreement; (ii) the breach of any covenant or agreement on the part of Purchaser the Purchasers or Shareholder set forth in this Agreement or in any certificate delivered by Purchaser the Purchasers or Shareholder pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of the SellersSeller, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Seller, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (iv) any Fraud Claims.

Indemnification by the Purchasers. Subject (a) From and after consummation of the Class B Units Sale, each Purchaser agrees, severally and not jointly (except that the Class B Purchasers agree severally and jointly with respect to the terms liability of any and conditions of this Article VIIIall Class B Purchasers), from to indemnify the Company and after the Closing, the Purchaser NEP and their respective successors Affiliates, partners, members, stockholders, and assigns Representatives, and any Affiliate, member, partner, stockholder, or Representative of any of the foregoing (with respect to any claim made under this Section 8.2collectively, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Seller and its Affiliates and their respective officers, directors, managers, employees, successors and permitted assigns (with respect to any claim made under this Section 8.2, the “Indemnified NEP Related Parties”) from costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and to 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, promptly upon demand, to pay or reimburse each of them for all costs, losses, Actionsliabilities, Ordersdamages, Liabilities, damages or expenses of any kind or nature whatsoever (including consequential damagesthe 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), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Party to the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Third Third-Party Claim): , as a result of, arising out of, or in any way related to (i) the breach failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date made (except to the extent any representation or warranty made by includes the Purchaser word “material,” Material Adverse Effect or Shareholder set forth in this Agreement words of similar import, with respect to which such representation or in any certificate delivered by the Purchaser warranty, or Shareholder pursuant to this Agreement; applicable portions thereof, must have been true and correct) or (ii) the breach of any covenant or agreement on the part of Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by Purchaser or Shareholder pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of the Sellerscovenants of such Purchaser contained herein; provided that, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities in the case of the Sellerimmediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the Closing arising out expiration of the salesurvival period of such representation or warranty; and provided, purchasefurther, terminationthat, cancellationfor purposes of determining when an indemnification claim has been made, expirationthe date upon which a NEP Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; and provided, redemption further, that (A) the liability of the Class A Purchaser under this Section 6.02 shall not be greater in amount than the Class A Purchase Price, and (B) the liability of a Class B Purchaser shall not be greater in amount than such Class B Purchaser’s Pro Rata Share of the Class B Purchase Price. No NEP Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative, or conversion of punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any NEP Related Party from recovering under this Section 6.02 for any such securities; damages to the extent that such damages are in the form of diminution in value of the Purchased Units (it being understood and agreed that any change in the market price of the Conversion Units shall not in and of itself constitute diminution in value damages) or (iv) are payable to a third party in connection with any Fraud Third-Party Claims.

Indemnification by the Purchasers. Subject to the terms and conditions of this Article VIII, from From and after the ClosingSigning Date, the Purchaser Purchasers shall indemnify the Seller Parties and their respective successors Affiliates against, and assigns (with respect agree to any claim made under this Section 8.2hold them harmless from, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Seller and its Affiliates and their respective officers, directors, managers, employees, successors and permitted assigns (with respect to any claim made under this Section 8.2, the “Indemnified Parties”) from and against any and all claims, losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlementliabilities, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses)in connection with any action, suit or proceeding, whether involving a third party claim or a claim solely between the Parties) (any of the foregoingindividually, a “Loss” and, collectively, “Losses”) paid), suffered as incurred (payable promptly upon written request), for or incurred by, on account of or imposed upon, any Indemnified Party to the extent arising in whole from or in part out of connection with or resulting directly or indirectly from (whether or not involving a Third Party Claim): otherwise with respect to (i) the any breach of any representation or warranty made by of the Purchaser or Shareholder set forth Purchasers contained in this Agreement or in any certificate delivered by the Purchaser or Shareholder pursuant to this Agreement; , (ii) the any breach of any covenant or agreement on any failure to perform any obligation of the part of Purchaser or Shareholder set forth Purchasers contained in this Agreement or in any certificate delivered by Purchaser or Shareholder pursuant to this Agreement; , (iii) any Action by Person(s) who were holders of equity securities of the Sellersfees, including options, warrants, convertible debt expenses or other convertible securities payments incurred or owed by the Purchasers to any brokers, financial advisors or other rights to acquire equity securities of comparable persons retained or employed by it in connection with the SellerTransactions, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (iv) any Fraud Claimsclaims, allegations, proceedings, suits, threatened suits and other challenges with respect to legitimacy and/or fairness of this Agreement and the Transactions made or filed in the PRC, and (v) any Loss arising out of any Liability based on the facts and circumstances occurred after the Closing, arising out of or in any way related to the business or operations of the Company, including without limitation any of the following: (A) any action, suit, claim, trial, demand, investigation, arbitration or other proceeding by any Person against the Company relating to or arising in any way out of the business or operations of the Company after the Closing; (B) any Liabilities or obligations of the Company, the Seller or any of its Affiliates, for taxes due in the PRC related in any way to the Company, its business or ownership thereof including all assessments and fines; and (C) relating to governmental filings or the failure to make required governmental filings after the Closing.

Indemnification by the Purchasers. Subject Each Purchaser agrees, severally and not jointly, to indemnify the terms and conditions of this Article VIII, from and after the ClosingPartnership, the Purchaser General Partner and their respective successors and assigns Representatives (with respect to any claim made under this Section 8.2collectively, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Seller and its Affiliates and their respective officers, directors, managers, employees, successors and permitted assigns (with respect to any claim made under this Section 8.2, the “Partnership Indemnified Parties”) from costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and against 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, promptly upon demand, pay or reimburse each of them for, any and all costs, losses, Actionsdamages, Ordersliabilities or expenses of any kind or nature whatsoever (including, Liabilitieswithout limitation, damages (including consequential damageslegal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted), diminution in valuejoint or several, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of that the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Partnership Indemnified Party to the extent arising in whole or in part out of or resulting directly or indirectly from (may incur, whether or not involving a Third Third-Party Claim): , insofar as such loss, claim, damage or liability arises out of, or is based upon, (ia) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects (other than those representations and warranties contained in Section 4.01, Section 4.02, Section 4.04, Section 4.05(a), Section 4.05(c) and Section 4.05(f) or other representations and warranties that are qualified by materiality or Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date and (b) the breach of any of the covenants of such Purchaser contained herein, provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made by the Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by the Purchaser or Shareholder pursuant to this Agreement; (ii) the breach of any covenant or agreement on the part of Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by Purchaser or Shareholder pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of the Sellers, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Seller, prior to the Closing arising out expiration of the salesurvival period of such representation or warranty; provided further that (x) for purposes of determining when an indemnification claim has been made, purchasethe date upon which a Partnership Indemnified Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made and (y) the liability of each such Purchaser shall not be greater in amount than the sum of such Purchaser’s respective Funding Obligation plus any distributions paid to such Purchaser with respect to the Purchased Units, terminationthe PIK Units and the Conversion Units, cancellationif applicable. To the fullest extent permitted by Law, expirationno Partnership Indemnified Party shall be entitled to recover special, redemption indirect, exemplary, lost profits, speculative or conversion of punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any Partnership Indemnified Party from recovering under this Section 6.02 for any such securities; or (iv) damages to the extent that such damages are payable to a third party in connection with any Fraud Third-Party Claims.

Indemnification by the Purchasers. Subject The Purchasers shall be responsible to the terms each Seller for, and conditions of this Article VIIIshall defend, from and after the Closing, the Purchaser and their respective successors and assigns (with respect to any claim made under this Section 8.2, the “Indemnifying Parties”) will jointly and severally indemnify, defend indemnify and hold each Seller harmless the Seller and its Affiliates and their respective officers, directors, managers, employees, successors and permitted assigns (with respect to any claim made under this Section 8.2, the “Indemnified Parties”) from and against any and all lossesloss, Actionsdamage, Ordersliability, Liabilitiescost or expense (including, damages (including consequential damages)without limitation, diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees ' fees, legal expenses and expenses)consultant's fees) that shall be suffered or incurred by them, resulting or relating to (i) uninsured claims or demands made by third parties arising solely as a result of the Purchasers' management or conduct of the Business for the period beginning on the Management Date and ending on the Closing Date, including, without limitation, any liability for personal injury, property damage or other harm relating to services provided by or products of the Business sold by the Purchasers during such period, 42 PROVIDED, HOWEVER, that the Purchasers will not indemnify any Seller for any claims or demands arising from or relating to Hazardous Substances in, on or under any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Party to Leased Property as of the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Third Party Claim): (i) the breach of any representation or warranty made by the Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by the Purchaser or Shareholder pursuant to this AgreementManagement Date; (ii) claims or demands made by third parties arising solely as a result of the breach Purchasers' ownership, management, or conduct of the Business after the Closing Date, including, without limitation, any covenant liability for personal injury, property damage or agreement other harm relating to services provided by or products of the Business sold by the Purchasers after the Closing Date, PROVIDED, HOWEVER, that the Purchasers will not indemnify any Seller for any claims or demands arising from or relating to Hazardous Substances in, on or under any of the part Leased Property as of Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by Purchaser or Shareholder pursuant to this Agreementthe Management Date; (iii) any Action breach by Person(s) who were holders of equity securities the Purchasers of the Sellers, including options, warrants, convertible debt representations or other convertible securities or other rights to acquire equity securities warranties of the Seller, prior to the Closing arising out Purchasers contained in this Agreement or failure of the sale, purchase, termination, cancellation, expiration, redemption Purchasers to observe or conversion perform any term of any such securitiesor covenant in this Agreement; or (iv) any Fraud ClaimsAssumed Liabilities.

Indemnification by the Purchasers. Subject Each Purchaser agrees, severally and not jointly, to indemnify the terms and conditions of this Article VIII, from and after the ClosingPartnership, the Purchaser General Partner and their respective successors and assigns Representatives (with respect to any claim made under this Section 8.2collectively, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Seller and its Affiliates and their respective officers, directors, managers, employees, successors and permitted assigns (with respect to any claim made under this Section 8.2, the “Partnership Indemnified Parties”) from costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and against 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, promptly upon demand, pay or reimburse each of them for, any and all costs, losses, Actionsdamages, Ordersliabilities or expenses of any kind or nature whatsoever (including, Liabilitieswithout limitation, damages (including consequential damageslegal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted), diminution in valuejoint or several, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of that the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Partnership Indemnified Party to the extent arising in whole or in part out of or resulting directly or indirectly from (may incur, whether or not involving a Third Third-Party Claim): , insofar as such loss, claim, damage or liability arises out of, or is based upon, (ia) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects (other than those representations and warranties contained in Section 4.01, Section 4.02, Section 4.04, Section 4.05 or other representations and warranties that are qualified by materiality or Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, which, in each case, shall be true and correct in all respects) when made as of the date hereof and (b) the breach of any of the covenants of such Purchaser contained herein, provided that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of any representation or warranty is made by the Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by the Purchaser or Shareholder pursuant to this Agreement; (ii) the breach of any covenant or agreement on the part of Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by Purchaser or Shareholder pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of the Sellers, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Seller, prior to the Closing arising out expiration of the salesurvival period of such representation or warranty; provided further that (x) for purposes of determining when an indemnification claim has been made, purchasethe date upon which a Partnership Indemnified Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made and (y) the liability of each such Purchaser shall not be greater in amount than the sum of such Purchaser’s respective Funding Obligation plus any distributions paid to such Purchaser with respect to the Purchased Units. To the fullest extent permitted by Law, terminationno Partnership Indemnified Party shall be entitled to recover indirect, cancellationexemplary, expirationspeculative or punitive damages under this Section 5.02; provided, redemption or conversion of however, that such limitation shall not prevent any Partnership Indemnified Party from recovering under this Section 5.02 for any such securities; or (iv) damages to the extent that such damages are payable to a third party in connection with any Fraud Third-Party Claims.