Common use of Indemnification Costs and Expenses Clause in Contracts

Indemnification Costs and Expenses. 22 Section 7.01Indemnification by the Partnership 22 Section 7.02Indemnification by Purchasers 22 Section 7.03Indemnification Procedure 23 ARTICLE VIII MISCELLANEOUS 24 Section 8.01Interpretation 24 Section 8.02Survival of Provisions 00 Xxxxxxx 0.00Xx Xxxxxx; Modifications in Writing 24 Section 8.04Binding Effect; Assignment 25 Section 8.05Aggregation of Purchased Units 25 Section 8.06Confidentiality and Xxx-Xxxxxxxxxx 00 Section 8.07Communications 25 Section 8.08Removal of Legend 26 Section 8.09Entire Agreement 27 Section 8.10Governing Law 27 Section 8.11Execution in Counterparts 27 Section 8.12Termination 27 Section 8.13Recapitalization, Exchanges, Etc 28 Section 8.14Obligations Limited to Parties to Agreement 28 Schedules and Exhibits Exhibit 10.1 Schedule 2.01 — List of Purchasers and Commitment Amounts Schedule 3.02 — Material Subsidiaries Schedule 8.07 — Notice and Contact Information Exhibit A — Form of Registration Rights Agreement Exhibit B — Form of Holland & Xxxx Legal Opinion Exhibit 10.1 COMMON UNIT PURCHASE AGREEMENT This COMMON UNIT PURCHASE AGREEMENT, is made and entered into as of July 14, 2014 (this “Agreement”), by and among American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”).

Indemnification Costs and Expenses. 22 Section 7.01Indemnification 7.01 Indemnification by the Partnership 22 Section 7.02Indemnification 7.02 Indemnification by Purchasers 22 Section 7.03Indemnification 7.03 Indemnification Procedure 23 22 ARTICLE VIII MISCELLANEOUS 23 Section 8.01 Interpretation 23 Section 8.02 Survival of Provisions 24 Section 8.01Interpretation 24 Section 8.02Survival of Provisions 00 Xxxxxxx 0.00Xx Xxxxxx8.03 No Waiver; Modifications in Writing 24 Section 8.04Binding 8.04 Binding Effect; Assignment 25 24 Section 8.05Aggregation 8.05 Aggregation of Purchased Restricted Units 25 Section 8.06Confidentiality and Xxx-Xxxxxxxxxx 00 Section 8.07Communications 8.06 [Reserved] 25 Section 8.08Removal 8.07 Communications 25 Section 8.08 Removal of Legend 25 Section 8.09 Entire Agreement 26 Section 8.09Entire Agreement 27 8.10 Governing Law 26 Section 8.10Governing Law 27 Section 8.11Execution 8.11 Execution in Counterparts 27 26 Section 8.12Termination 27 8.12 Expenses 26 Section 8.13Recapitalization, Exchanges, Etc 28 Section 8.14Obligations 8.13 Obligations Limited to Parties to Agreement 28 Schedules and Exhibits Exhibit 10.1 Schedule 2.01 — List 26 Section 8.14 Waiver of Purchasers and Commitment Amounts Schedule 3.02 — Material Subsidiaries Schedule 8.07 — Notice and Contact Information Preemptive Right by General Partner 27 Section 8.15 Termination 27 SCHEDULES AND EXHIBITS Exhibit A — - Form of Registration Rights Agreement Exhibit B — Form of Holland & Xxxx Legal Opinion Exhibit 10.1 COMMON UNIT SECURITIES PURCHASE AGREEMENT This COMMON UNIT SECURITIES PURCHASE AGREEMENT, is made and entered into dated effective as of July 14September 30, 2014 2008 (this “Agreement”), by and among American Midstream El Paso Pipeline Partners, LPL.P., a Delaware limited partnership (the “Partnership”), and each of the Purchasers listed in Schedule 2.01 the signature pages attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company (the “General Partner”).

Indemnification Costs and Expenses. 22 21 Section 7.01Indemnification 7.01 Indemnification by the Partnership 22 21 Section 7.02Indemnification 7.02 Indemnification by Purchasers 21 Section 7.03 Indemnification Procedure 22 Section 7.03Indemnification Procedure 23 ARTICLE VIII MISCELLANEOUS 24 23 Section 8.01Interpretation 24 8.01 Interpretation 23 Section 8.02Survival 8.02 Survival of Provisions 00 Xxxxxxx 0.00Xx Xxxxxx23 Section 8.03 No Waiver; Modifications in Writing 24 23 Section 8.04Binding 8.04 Binding Effect; Assignment 24 Section 8.05 Aggregation of Restricted Units 24 Section 8.06 [Reserved] 24 Section 8.07 Communications 24 Section 8.08 Removal of Legend 25 Section 8.05Aggregation of Purchased Units 8.09 Entire Agreement 25 Section 8.06Confidentiality and Xxx-Xxxxxxxxxx 00 Section 8.07Communications 8.10 Governing Law 25 Section 8.08Removal of Legend 26 Section 8.09Entire Agreement 27 Section 8.10Governing Law 27 Section 8.11Execution 8.11 Execution in Counterparts 27 25 Section 8.12Termination 27 8.12 Expenses 25 Section 8.13Recapitalization, Exchanges, Etc 28 Section 8.14Obligations 8.13 Obligations Limited to Parties to Agreement 28 Schedules and Exhibits Exhibit 10.1 Schedule 2.01 — List 26 Section 8.14 Waiver of Purchasers and Commitment Amounts Schedule 3.02 — Material Subsidiaries Schedule 8.07 — Notice and Contact Information Preemptive Right by General Partner 26 Section 8.15 Termination 26 SCHEDULES AND EXHIBITS Exhibit A — - Form of Registration Rights Agreement Exhibit B — - Form of Holland & Xxxx Legal Opinion Exhibit 10.1 COMMON UNIT SECURITIES PURCHASE AGREEMENT This COMMON UNIT SECURITIES PURCHASE AGREEMENT, is made and entered into dated effective as of July 14September 30, 2014 2008 (this “Agreement”), by and among American Midstream El Paso Pipeline Partners, LPL.P., a Delaware limited partnership (the “Partnership”), and each of the Purchasers listed in Schedule 2.01 the signature pages attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company (the “General Partner”).

Indemnification Costs and Expenses. 22 Section 7.01Indemnification 7.01 Indemnification by the Partnership 22 Section 7.02Indemnification 7.02 Indemnification by Purchasers 22 Section 7.03Indemnification 7.03 Indemnification Procedure 23 22 ARTICLE VIII MISCELLANEOUS 23 Section 8.01 Interpretation 23 Section 8.02 Survival of Provisions 24 Section 8.01Interpretation 24 Section 8.02Survival of Provisions 00 Xxxxxxx 0.00Xx Xxxxxx8.03 No Waiver; Modifications in Writing 24 Section 8.04Binding 8.04 Binding Effect; Assignment 25 Section 8.05Aggregation 8.05 Aggregation of Purchased Units 25 Section 8.06Confidentiality 8.06 Confidentiality and XxxNxx-Xxxxxxxxxx 00 Section 8.07Communications 8.07 Communications 25 Section 8.08Removal 8.08 Removal of Legend 25 Section 8.09 Entire Agreement 26 Section 8.09Entire Agreement 27 8.10 Governing Law 26 Section 8.10Governing Law 27 Section 8.11Execution 8.11 Execution in Counterparts 27 26 Section 8.12Termination 27 8.12 Expenses 26 Section 8.13Recapitalization, Exchanges, Etc 28 Section 8.14Obligations 8.13 Obligations Limited to Parties to Agreement 26 Section 8.14 Waiver of Preemptive Right and Registration Rights by General Partner 27 Section 8.15 Termination 27 Section 8.16 Exceptions 28 Schedules and Exhibits Exhibit 10.1 SCHEDULES AND EXHIBITS Schedule 2.01 — - List of Purchasers and Commitment Amounts Schedule 3.02 — Material Subsidiaries Schedule 8.07 — - Notice and Contact Information Exhibit A — - Form of Registration Rights Agreement Exhibit B — - Form of Holland & Xxxx Legal Opinion Exhibit 10.1 COMMON C - Form of Partnership Officer's Certificate Exhibit D - Form of Purchasers' Officer's Certificate UNIT PURCHASE AGREEMENT This COMMON UNIT PURCHASE AGREEMENT, is made and entered into dated effective as of July 1413, 2014 2007 (this “Agreement”), by and among American Midstream Partners, LPEnterprise GP Holdings L.P., a Delaware limited partnership (the “Partnership”), and each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, EPE Holdings, LLC, a Delaware limited liability company (the “General Partner”).

Indemnification Costs and Expenses. 22 Section 7.01Indemnification 6.1 Indemnification by the Partnership 22 Section 7.02Indemnification 6.2 Indemnification by the Purchasers 22 Section 7.03Indemnification Procedure 6.3 Indemnification Procedure. 22 6.4 Limitations and Other Indemnity Claim Matters. 23 ARTICLE VIII SECTION 7. TERMINATION 23 7.1 Termination 23 7.2 Certain Effects of Termination 24 SECTION 8. MISCELLANEOUS 24 Section 8.01Interpretation 8.1 Expenses 24 Section 8.02Survival 8.2 Survival of Provisions 00 Xxxxxxx 0.00Xx Xxxxxx24 8.3 Notices 25 8.4 No Waiver; Modifications in Writing 24 Section 8.04Binding Effect; Assignment 25 Section 8.05Aggregation of Purchased Units 25 Section 8.06Confidentiality and Xxx8.5 Binding Effect 26 8.6 Entire Agreement 26 8.7 Nxx-Xxxxxxxxxx 00 8.8 Assignments, Successors, and No Third-Party Rights 26 8.9 Severability 26 8.10 Section 8.07Communications 25 Section 8.08Removal Headings, Construction 27 8.11 Governing Law; Submission to Jurisdiction; Waiver of Legend 26 Section 8.09Entire Agreement Jury Trial 27 Section 8.10Governing Law 27 Section 8.11Execution in 8.12 Exclusive Remedy 28 8.13 No Recourse Against Others 28 8.14 Specific Performance 29 8.15 Legal Representation 29 8.16 Counterparts 27 Section 8.12Termination 27 Section 8.13Recapitalization, Exchanges, Etc 28 Section 8.14Obligations Limited to Parties to Agreement 28 Schedules and Exhibits Exhibit 10.1 Schedule 2.01 — List of Purchasers and Commitment Amounts Schedule 3.02 — Material Subsidiaries Schedule 8.07 — Notice and Contact Information Exhibit 29 EXHIBIT A — Form of Registration Rights Agreement Exhibit General Partner Waiver EXHIBIT B — Form of Holland & Xxxx Legal Opinion Exhibit 10.1 COMMON Fourth A&R LPA SCHEDULE A — Purchase Price Allocation SERIES A PREFERRED UNIT PURCHASE AGREEMENT This COMMON SERIES A PREFERRED UNIT PURCHASE AGREEMENT, is made and entered into dated as of July 14December 30, 2014 2016 (including all schedules and exhibits attached hereto and as may be from time to time amended, modified or supplemented, this “Agreement”), is entered into by and among American Midstream Partners, Rhino Resource Partners LP, a Delaware limited partnership (the “Partnership”), and each of the Purchasers listed in purchasers set forth on Schedule 2.01 attached A hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”).