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 of the Purchasers herein, (iii) the Assumed Liabilities, and (iv) the conduct of the Business following the Closing and the performance and discharge when due of any and all debts, liabilities and obligations that arise out of the Business, 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 Date, except to the extent any of the foregoing is a Retained Liability; and provided, however, that (subject to their ultimate obligations to perform or discharge such debts, liabilities and obligations) Purchasers may contest, in good faith, the performance and discharge of any such debts, 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; provided, however that Purchasers’ indemnification obligations under Section 9.2(a)(i) shall not exceed $2 million. (b) A Seller Indemnified Party shall give the Purchasers prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which a Seller Indemnified Party has Knowledge concerning any Loss as to which a Seller Indemnified Party may request indemnification hereunder. The Purchasers shall have the right to assume, through counsel of their own choosing, the defense or settlement of any such claim or proceeding at their own expense. If the Purchasers elect to assume the defense of any such claim or proceeding, the Seller Indemnified Party may participate in such defense, but in such case the expenses of the Seller Indemnified Party shall be paid by the Seller Indemnified Party. The Seller Indemnified Party shall provide the Purchasers with access to its records and personnel relating to any such claim assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Purchasers in the defense or settlement thereof, and the Purchasers shall reimburse the Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith. If the Purchasers elect to assume the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of such claim or demand arising from such asserted liability, unless the Purchasers consent in writing to such payment or unless the Purchasers, subject to the last sentence of this Section 9.2(b), withdraw from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Purchasers is entered against the Seller Indemnified Party for such liability. The Purchasers shall not, without the prior written consent of the Seller Indemnified Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim or proceeding in respect of which indemnification may be sought hereunder (whether or not the Seller Indemnified Party is an actual or potential party to such claim or proceeding) unless such settlement, compromise or consent (x) includes an unconditional release of each Seller Indemnified Party from all liability arising out of such claim or proceeding and (y) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of a Seller Indemnified Party. If the Purchasers shall fail to undertake any such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Purchasers’ expense. If the Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 9.2(b) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo appeal with respect thereto, then the Seller Indemnified Party shall give the Purchasers prompt written notice thereof and the Purchasers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (c) The Seller hereby acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims, other than a claim in tort based on actual and intentional fraud, relating to the subject matter of this Agreement and the transactions contemplated hereby, shall be pursuant to the indemnification provisions set forth in Article VI, VII and in this Article IX and specific performance as contemplated by Section 11.10. (d) Except as expressly set forth in this Agreement, the Purchasers are not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of Purchaser the Seller, after the consummation of the purchase and sale of the Business contemplate by this Agreement, to rescind this Agreement or Shareholder any of the transactions contemplated hereby. (e) Notwithstanding any provision to the contrary contained herein, no Seller Indemnified Party shall have any claim, other than as may be set forth in this Agreement Section 9.2, based on consequential damages 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 Claimslost profit.

Indemnification by the Purchasers. Subject (a) Each of the Purchasers, severally and not jointly, agrees to indemnify the terms Company, and conditions each 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 Company's officers, directors, managersemployees, agents and representatives, against and hold the Company, and each of the Company's officers, directors, employees, successors agents and permitted assigns (with respect to any claim made under this Section 8.2representatives, the “Indemnified Parties”) harmless from and against any and all lossesclaims, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlementobligations, costs and expenses (including reasonable expenses of investigation and court costs and including, without limitation, reasonable attorneys’ ' fees and expenses), (expenses incurred by the Company in any action between the Company and such Purchaser or between the Company and any third party or otherwise) and liabilities of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Party and damages 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 Company arising out of the salematerial breach of any representation, purchasewarranty, terminationcovenant or agreement of such Purchaser in this Agreement. (b) The Company agrees to give the Purchasers prompt written notice of any claim, cancellationassertion, expirationevent or proceeding by or in respect of a third party of which it has knowledge concerning any liability or damage as to which it may request indemnification hereunder. The indemnifying Purchasers shall have the right to direct, redemption through counsel of their own choosing, the defense or conversion settlement of any such securities; claim, assertion, event or proceeding (ivprovided that such Purchasers shall have first acknowledged their indemnification obligations hereunder specifically in respect of such claim, assertion, event or proceeding) at their own expense, which counsel shall be reasonably satisfactory to the Company. If the indemnifying Purchasers elect to assume the defense of any Fraud Claimssuch claim, assertion, event or proceeding, the Company may participate in such defense, but in such case the expenses of the Company incurred in connection with such participation shall be paid by the Company. The Company shall cooperate with the indemnifying Purchasers in the defense or settlement of any such claim, assertion, event or proceeding. If the indemnifying Purchasers elect to direct the defense of any such claim, assertion, event or proceeding, the Company shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless such Purchasers consent in writing to such payment or unless such Purchasers withdraw from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of such Purchasers is entered against the Company for such liability. If the indemnifying Purchasers shall fail to defend, or if, after commencing or undertaking any such defense, such Purchasers fail to prosecute or withdraw from such defense, the Company shall have the right to undertake the defense or settlement thereof at such Purchaser's expense.

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 to (a) The Purchasers shall indemnify, protect, defend, exculpate and hold the terms and conditions of this Article VIII, from and after the ClosingSellers, the Purchaser Sellers’ permitted assignees, their respective affiliates 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 officerspartners, directors, managers, employeesmembers, successors shareholders, officers, employees and permitted assigns agents (with respect to any claim made under this Section 8.2collectively, the “Seller Indemnified Parties”) ), harmless from and against against, and agree promptly to defend the Seller Indemnified Parties from and reimburse the Seller Indemnified Parties for, any and all losses, Actionsdamages, Orderscosts, Liabilitiesexpenses, damages liabilities, obligations and claims of any kind (including consequential damages)costs of investigation, 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 other legal costs and expenses)) (the “Seller Indemnified Losses”) which the Seller Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) Any and all obligations of the Purchasers (or the Purchasers’ affiliates and agents) relating to claims, damages or injury related to or arising out of the ownership or operation of the Real Property, the Personal Property, the Facilities or any other Assets after the Closing Date, except such obligations (A) as may be expressly assumed or retained by the Sellers under this Agreement, (B) arising from the Sellers’ breach of any representation, warranty, covenant, agreement or undertaking made by the Sellers under this Agreement and any and all claims, including any suit, action or other proceeding brought by applicable Governmental Authorities or quasi-governmental authorities against the Sellers arising from the ownership and operation of any of the foregoingFacilities by or on behalf of the Purchasers after the Closing or (C) arising under the Interim Operating Agreements, a “Loss”as to which the provisions of Section 7.2(a)(v) paid, suffered shall control.; (ii) Any breach 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 inaccuracy of any representation of the representations or warranty warranties made by the Purchaser or Shareholder set forth Purchasers in this Agreement or in any instrument, certificate or affidavit delivered by the Purchasers at the Closing, or from any misrepresentation in or omission from this Agreement or Purchaser Documents; (iii) Any breach of any covenant, agreement or Shareholder undertaking made by the Purchasers under this Agreement or as set forth in any Purchaser Documents (excluding any breach of any covenant, agreement or undertaking made by the Purchasers under any Interim Operating Agreement which are governed by (v) hereof); and (iv) Any and all PTO claims made against the Sellers by a Transitioned Employee as to whom the Purchasers received a credit against the Purchase Price for PTO pursuant to Section 9.4 in this Agreement; , but only to the extent that the Purchasers failed to provide the corresponding PTO benefit which it received from the Sellers hereunder to such Transitioned Employee. (v) Any breach of any covenant, agreement or undertaking made by any Purchaser (or any Affiliate thereof) under any Interim Operating Agreement to which it is a party or the fraud, gross negligence or willful misconduct by any Purchaser (or any Affiliate thereof) in the exercise of the rights granted to it, or the performance of the obligations imposed on it, under such Interim Operating Agreement. (b) Except as otherwise provided herein, (i) in determining (x) whether there has been a breach requiring the Purchasers to indemnify as provided in Section 7.2(a) and (y) the amount of a Seller Indemnified Loss, any materiality qualifier (including any qualification or reference as to material, materiality or Material Adverse Change) in a representation or warranty shall be ignored, (ii) (A) the breach aggregate liability of the Purchasers for Seller Indemnified Losses under this Article VII (other than under Section 7.2(a)(v)) shall not exceed an amount of Three Million Two Hundred Fifty Five Thousand ($3,255,000.00) (the “Purchaser Cap”) and (B) the aggregate liability of the Purchasers for Seller Indemnified Losses under Section 7.2(a)(v) shall not exceed an amount equal to Nine Million Seven Hundred Sixty Three Thousand Dollars ($9,763,000.00) (the “Operating Cap”), provided that the Operating Cap amount shall be reduced by 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; Seller Indemnified Losses incurred under Section 7.2(b)(ii)(A), and (iii) (A) the Purchasers shall be liable for Seller Indemnified Losses pursuant to Section 7.2(a)(ii) or for any Action other obligation or claim arising under this Agreement only if the aggregate of such Seller Indemnified Losses thereunder exceed an amount of Three Hundred Twenty Five Thousand Dollars ($325,000.00), (B) and then only to the extent of such excess, and only if the aggregate Seller Indemnified Losses under Section 7.2(a)(i), (iii) or (iv), collectively, exceed Sixty Five Thousand Dollars ($65,000.00) (such amount to be reduced by Person(sthe amount of any Seller Indemnified Losses incurred pursuant to Section 7.2(b)(iii)(C)), but once such amount is reached, then for the full amount (i.e., from the first dollar of such Seller Indemnified Losses), (C) who were holders and only if the aggregate Seller Indemnified Losses under Section 7.2(a)(v) exceed Thirty-Three Thousand Dollars ($33,000.00), then the full amount (i.e., from the first dollar of equity securities such Purchaser Indemnified Losses) (the “Purchaser Basket”), shall be due and payable by the Purchasers and collectable by Seller Indemnified Parties hereunder, net of and reduced by all insurance proceeds actually recovered under policies maintained or required hereunder to be maintained by the Sellers (net of deductibles, increased premiums and cost of recovery); provided that the Sellers shall have no obligation to pursue any claims against such policies. Proration items, as well as the following items, shall not be subject to the Purchaser Basket or the Purchaser Cap: (A) indemnification claims made by the Seller Indemnified Parties pursuant to Section 7.2(a)(ii) with respect to breaches of the Sellers, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities representations and warranties of the SellerPurchasers in Sections 3.1, prior to 3.2, 3.3(a) and 3.5 (or any such representations and warranties given in any instrument, certificate or affidavit delivered by the Closing Purchasers at the Closing), and (B) any Seller Indemnified Losses arising out of the saleor resulting from fraud, purchase, termination, cancellation, expiration, redemption willful breach or conversion of any such securities; or (iv) any Fraud Claimsintentional misrepresentation.

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 (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. (b) Each Purchaser agrees that it will indemnify and hold harmless each of the Company and NEP from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in connection with the purchase of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Indemnification by the Purchasers. Subject to the terms and conditions of this Article VIIIlimitations described in SECTION 10.6, from and after the Closingeach Purchaser, 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 indemnifyseverally, defend unconditionally, absolutely and irrevocably agrees to and shall defend, indemnify and hold harmless the Seller and its Affiliates and their respective each of Seller's Subsidiaries, stockholders, partners, Affiliates, officers, directors, managers, employees, successors agents, successors, assigns, heirs and permitted assigns legal and personal representatives (with respect the Seller and all such persons or other entities are collectively referred to any claim made under this Section 8.2, as the “Indemnified Parties”"SELLER'S INDEMNIFIED PERSONS") from and against against, and shall reimburse the Seller's Indemnified Persons for, each Loss paid, imposed on or incurred by the Seller's Indemnified Persons: (a) resulting from any and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution inaccuracy 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 representations or warranties of the foregoing, a “Loss”) paid, suffered or incurred byPurchasers under this Agreement, or imposed upon, any Indemnified Party certificate delivered or to be delivered by the Purchasers pursuant hereto, (b) 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 caused by 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 by the Purchasers, (c) which is an Assumed Liability, or (d) because of, resulting from 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 saleoperation of the Business after the Closing Date, purchaseand any and all actions, terminationsuits, cancellationclaims, expirationproceedings, redemption investigations, demands, assessments, audits, fines, judgments, costs and other Losses (including without limitation disbursements and expenses of attorneys) incident to any of the foregoing or conversion to the enforcement of this SECTION 10.2. With respect to matters not involving Proceedings commenced or threatened by third parties, within five (5) days after notification from the Seller's Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling the Seller's Indemnified Persons to indemnity hereunder, the Purchasers or Enterra (as the case may be), at no cost or expense to the Seller's Indemnified Persons, shall acknowledge, if Purchasers agree to so indemnify, to the Seller's Indemnified Persons their obligations to indemnify under this SECTION 10.2 and shall diligently commence resolution of such matters in a manner reasonably acceptable to the Seller's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; provided, however, with respect to those claims that may be satisfied by payment of a liquidated sum of money, the Purchasers or Enterra (as the case may be) may promptly pay the amount so claimed to the extent supported by reasonable documentation and so long as any such securities; settlement includes a complete release of all Seller's Indemnified Persons. If litigation or (iv) any Fraud Claimsother Proceeding is commenced or threatened, the provisions of SECTION 10.3 shall control.

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 Each Purchaser, severally and not jointly, agrees 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 the Seller Company, its Affiliates, and its Affiliates and each of their respective officers, directors, managers, employeespartners, successors members, agents, representatives, successors, assigns and permitted assigns employees and each other Person, if any, who controls (with respect to any claim made under this Section 8.2within the meaning of the Securities Act) the Company or its Affiliates (all such Persons being hereinafter referred to, collectively, as the “Company Indemnified PartiesPersons”) from and ), against any Losses to which any Company Indemnified Person may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (X) any breach of any representation or warranty or breach of or failure to perform any covenant or agreement on the part of such Purchaser contained in this Agreement or (Y) an untrue statement or alleged untrue statement or omission or alleged omission made in the section the Prospectus or the Registration Statement or any amendment or supplement thereto titled “_________” in reliance upon and all lossesin conformity with written information furnished to the Company by that Purchaser expressly for use therein, Actionsand the Purchaser will promptly reimburse such Company Indemnified Persons for any legal and other expenses as such expenses are reasonably incurred by such Company Indemnified Persons in connection with investigating, Ordersdefending or preparing to defend, Liabilitiessettling, damages (including consequential damages)compromising or paying any such Losses; provided, diminution however, that such Purchaser will not be liable 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 such case to the extent arising in whole or in part that any such Losses arise out of or resulting directly or indirectly from (whether or not involving a Third Party Claim): are based upon (i) the breach failure of the Company or any other Purchaser to perform any of its covenants and agreements contained in this Agreement, (ii) the inaccuracy of any representation or warranty made by the Company or any other 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 gross negligence 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 willful misconduct of any such securities; Company Indemnified Person or (iv) any Fraud Claimsother Purchaser.

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.

Indemnification by the Purchasers. Subject to (a) The Purchasers shall hold harmless and indemnify the terms and conditions of this Article VIII, Seller from and after the Closingagainst, the Purchaser and their respective successors shall compensate 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 reimburse the Seller and its Affiliates and their respective officersfor, 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, Damages that are directly or indirectly suffered or incurred by, by the Seller or imposed upon, to which the Seller may otherwise become subject at any Indemnified Party time (regardless of whether or not such Damages relate to the extent arising in whole or in part out of or resulting any third-party claim) and that arise directly or indirectly from (whether or not involving as a Third Party Claim): direct or indirect result of, or are directly or indirectly connected with: (i) any failure on the breach part of the Purchasers to perform and discharge the Assumed Liabilities on a timely basis; (ii) any Breach of any representation or warranty made by the Purchaser or Shareholder set forth Purchasers 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; or (iii) any Action by Person(s) who were holders of equity securities Proceeding relating directly or indirectly to any failure or Breach of the Sellerstype referred to in clause “(i)” or “(ii)” above (including any Proceeding commenced by the Seller for the purpose of enforcing its rights under this Section 9.3). (b) Subject to Section 9.3(c), the Purchasers shall not be required to make any indemnification payment pursuant to Section 9.3(a) for any Breach of any of its representations and warranties until such time as the total amount of all Damages (including options, warrants, convertible debt the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or other convertible securities warranties) that have been directly or other rights to acquire equity securities of indirectly suffered or incurred by the Seller, or to which the Seller have otherwise become subject, exceeds $25,000 in the aggregate. (If the total amount of such Damages exceeds $25,000 in the aggregate, the Seller shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding $25,000.) (c) The limitation on the indemnification obligations of the Purchasers that are set forth in Section 9.3(b) shall not apply to any Breach arising directly or indirectly from any circumstance of which the Purchasers had knowledge on or prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (iv) any Fraud ClaimsDate.

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 to the terms Each Purchaser shall indemnify, save and conditions hold harmless Sellers, and IOWC’s officers, directors, employees, agents and affiliates, and each 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 8.2individually, a “Seller Indemnified Party” and collectively, 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 lossesDamages incurred in connection with, Actionsarising out of, 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), (resulting from or incident to: i. any of the foregoing, a “Loss”) paid, suffered or incurred bybreach of, or imposed uponany inaccuracy in any of, any Indemnified Party to the extent arising in whole representations 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 warranties made by the Purchaser Purchasers in this Agreement, any exhibit or Shareholder set forth schedule to this Agreement or any certificate, instrument or writing delivered in connection with this Agreement or in connection with any certificate delivered exhibit or schedule to this Agreement; ii. any default in any agreements made by the Purchaser Purchasers in this Agreement, any exhibit or Shareholder pursuant schedule to this Agreement or any certificate, instrument or writing delivered in connection with this Agreement or in connection with any exhibit or schedule to this Agreement; (ii) the breach of or iii. any covenant action, compromise, settlement, assessment 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 judgment arising out of or incidental to any of the salematters indemnified against in this section; provided, purchasehowever, terminationthat the Purchasers shall not be obligated to indemnify a Seller Indemnified Party and hold it or him harmless under this section with respect to any settlement of a claim to which the Purchasers have not consented, cancellationwhich consent shall not unreasonably be withheld, expirationconditioned or delayed. If, redemption or conversion by reason of the claim of any third person relating to any of the matters subject to indemnification under this section, a lien, attachment, garnishment or execution is placed upon any of the property or assets of any Seller Indemnified Party, the Purchasers shall also, promptly upon demand, furnish an indemnity bond satisfactory to the Seller Indemnified Party to obtain the prompt release of such securities; lien, attachment, garnishment or (iv) any Fraud Claimsexecution.

Indemnification by the Purchasers. Subject (a) Each of the Purchasers, severally and not jointly, agrees to indemnify the terms Company, and conditions each 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 Company's officers, directors, managersemployees, agents and representatives, against and hold the Company, and each of the Company's officers, directors, employees, successors agents and permitted assigns (with respect to any claim made under this Section 8.2representatives, the “Indemnified Parties”) harmless from and against any and all lossesclaims, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlementobligations, costs and expenses (including reasonable expenses of investigation and court costs and including, without limitation, reasonable attorneys’ ' fees and expenses), (expenses incurred by the Company in any action between the Company and such Purchaser or between the Company and any third party or otherwise) and liabilities of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Party and damages 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 Company arising out of the salematerial breach of any representation, purchasewarranty, terminationcovenant or agreement of such Purchaser in this Agreement. (b) The Company agrees to give the Purchasers prompt written notice of any claim, cancellationassertion, expirationevent or proceeding by or in respect of a third party of which it has knowledge concerning any liability or damage as to which it may request indemnification hereunder. The indemnifying Purchasers shall have the right to direct, redemption through counsel of their own choosing, the defense or conversion settlement of any such securities; claim, assertion, event or proceeding (ivprovided that such Purchasers shall have first acknowledged their indemnification obligations hereunder specifically in respect of such claim, assertion, event or proceeding) at their own expense, which counsel shall be reasonably satisfactory to the Company. If the indemnifying Purchasers elect to assume the defense of any Fraud Claimssuch claim, assertion, event or proceeding, the Company may participate in such defense, but in such case the expenses of the Company incurred in connection with such participation shall be paid by the Company. The Company shall cooperate with the indemnifying Purchasers in the defense or settlement of any such claim, assertion, event or proceeding. If the indemnifying Purchasers elect to direct the defense of any such claim, assertion, event or proceeding, the Company shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless such Purchasers consent in writing to such payment or unless such Purchasers withdraw from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of such Purchasers is entered against the Company for such liability. If the indemnifying Purchasers shall fail to defend, or if, after commencing or undertaking any such defense, such Purchasers fail to prosecute or 23 20 withdraw from such defense, the Company shall have the right to undertake the defense or settlement thereof at such Purchaser's expense.

Indemnification by the Purchasers. Subject Each Purchaser, jointly and severally, agrees to indemnify, defend and hold Seller, its Affiliates, and their respective officers, directors, attorneys and consultants (all of such Persons are collectively referred to herein as the terms “Seller Indemnified Parties”) harmless from and conditions in respect of any and all Losses that any of them may incur arising out of, in connection with, relating to or caused by (i) any inaccuracy, breach or violation of (or in the event a third party alleges facts that, if true, would mean either Purchaser has breached): (A) any representation or warranty of the Purchasers contained in this Agreement (including any representations and warranties included in ARTICLE V of this Article VIIIAgreement) or in any agreement or certificate delivered by either Purchaser pursuant to this Agreement, in each case, without regard to any qualification contained in any such representation or warranty as to materiality or a material adverse effect (both for purposes of determining if any inaccuracy or breach occurred and for determining the amount and extent of Losses); or (B) any covenant, undertaking or other agreement of the Purchasers contained in this Agreement or in any agreement or certificate delivered by either Purchaser pursuant to this Agreement; (ii) the Purchased Assets from and after the Closing, the Purchaser Assumed Liabilities and their respective successors and assigns (with respect to any claim made under this Section 8.2debts, the “Indemnifying Parties”) will jointly and severally indemnifyclaims, 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 obligations or incurred by, or imposed upon, any Indemnified Party to the extent liabilities arising in whole or in part out of or resulting directly in connection with the Purchased Assets or indirectly from (whether the development, construction, operation and maintenance of the Seller’s Initial System after the Closing, except, in each case, for any Losses caused by Seller’s action 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 failure 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; act; (iii) any Action claims by Person(s) who were holders parties other than Seller to the extent caused by acts or omissions of equity securities of either Purchaser after the SellersClosing, including optionsclaims for Losses which arise or arose out of either Purchaser’s development, warrantsconstruction, convertible debt or other convertible securities or other rights to acquire equity securities operation and maintenance of the Seller’s Initial System after the Closing, prior except, in each case, for any Losses caused by Seller’s action or failure to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securitiesact; or CH2\12311443.25 (iv) without being limited by paragraphs (i) through (iii) above: (A) (x) any Fraud Claimsviolation or alleged violation of, obligation imposed by, or liability or remediation under, any Environmental Law as a result of activities, events or conditions or occurrences after the Lease Term (other than, in any such case to the extent that any such Losses were caused by Seller or any of its Affiliates), or (y) the presence after the Lease Term at, on or under the Premises of any Hazardous Material; and (B) any Taxes attributable to either Purchaser with respect to the acquisition, development, construction, ownership, operation and maintenance of Seller’s Initial System for periods or portions of periods ending after the Closing Date, and interest and penalties thereon following the Closing. The indemnification provided for in this Section 8.1(b) will survive any investigation at any time made by or on behalf of Seller and any knowledge or information that Seller may have.

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 The Purchasers shall indemnify, defend and hold harmless the Seller and defend STC and its Affiliates Affiliates, including, without limitation, BVI, Holdings and the Non-U.S. Seller Group, and each of their respective officers, directors, managers, employees, successors shareholders, partners, and permitted assigns agents (with respect to any claim made under this Section 8.2, the “Seller Indemnified Parties”) from and against any and all lossesDamages incurred, Actionsdirectly or indirectly, 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 by the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Seller Indemnified Party to the extent Parties arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Third Party Claim): relating to: (i) the A breach of any representation or warranty made by the Purchaser or Shareholder set forth Purchasers and contained in this Agreement or in any certificate delivered by the Purchaser or Shareholder pursuant to this Agreement; ; (ii) the A breach of any covenant or agreement made by the Purchasers and contained in this Agreement; (iii) Any Assumed Liability; (iv) The employment or termination of employment of the Transferred Employees on or after the part Closing Date, including, without limitation, severance costs and expenses and constructive dismissal claims; (v) Any product manufactured, produced, distributed or processed by STC, the Company, Atos, the Non-U.S. Affiliates or any of Purchaser their respective Affiliates relating to the Business, whether such product was manufactured, produced, distributed, processed or Shareholder set forth sold prior to, on or after the Closing Date, and whether or not such product is installed in a RTEMS project, provided, however, that (i) for avoidance of doubt, the Purchasers shall have no liability for any product manufactured, produced, or processed by Actaris, (ii) the Purchasers shall have no liability for Damages relating to RTEMS’ products produced, distributed, processed or sold prior to, on or after the Closing Date to the extent such Damages arose or arise solely from a defect in the design of such RTEMS’ product and such design defect is unrelated to any patent transferred or licensed to the Purchasers pursuant to this Agreement or in any certificate delivered by Purchaser or Shareholder pursuant to this Agreement; the Amended and Restated Technology Transfer and License Agreement and (iii) the Purchasers’ liability for Damages relating to any Action by Person(s) who were holders of equity securities of the SellersRTEMS’ products produced, including optionsdistributed, warrants, convertible debt processed or other convertible securities or other rights to acquire equity securities of the Seller, sold prior to the Closing arising out Date and which are determined to be defective (and such defect is not in the design) shall be limited to repair or replacement of the sale, purchase, termination, cancellation, expiration, redemption or conversion RTEMS’ product; (vi) A breach of any representation, warranty or covenant with respect to WARN or similar Canadian federal or provincial Law referred to in Section 8.15; (vii) The Offering Information, any offering memorandum or prospectus containing the Offering Information, the Offering, Itron’s filings under the Securities Act or the Securities Exchange Act, or the performance by the members of the Seller Group and their Affiliates of the obligations set forth in Sections 5.21, 5.22 or 5.23 of this Agreement, except to the extent such securitiesDamages were caused by the gross negligence or willful misconduct of any member of the Seller Group or their Affiliates, employees or representatives; or (iv) any Fraud Claims.or

Indemnification by the Purchasers. Subject to the terms and conditions of this Article VIIIlimitations described in Section 10.6, from and after the Closingeach Purchaser, 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 indemnifyseverally, defend unconditionally, absolutely and irrevocably agrees to and shall defend, indemnify and hold harmless the Seller and its Affiliates and their respective each of Seller's Subsidiaries, stockholders, partners, Affiliates, officers, directors, managers, employees, successors agents, successors, assigns, heirs and permitted assigns legal and personal representatives (with respect the Seller and all such persons or other entities are collectively referred to any claim made under this Section 8.2, as the “"Seller's Indemnified Parties”Persons") from and against against, and shall reimburse the Seller's Indemnified Persons for, each Loss paid, imposed on or incurred by the Seller's Indemnified Persons: (a) resulting from any and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution inaccuracy 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 representations or warranties of the foregoing, a “Loss”) paid, suffered or incurred byPurchasers under this Agreement, or imposed upon, any Indemnified Party certificate delivered or to be delivered by the Purchasers pursuant hereto, (b) 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 caused by 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 by the Purchasers, (c) which is an Assumed Liability, or (d) because of, resulting from 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 saleoperation of the Business after the Closing Date, purchaseand any and all actions, terminationsuits, cancellationclaims, expirationproceedings, redemption investigations, demands, assessments, audits, fines, judgments, costs and other Losses (including without limitation disbursements and expenses of attorneys) incident to any of the foregoing or conversion to the enforcement of this Section 10.2. With respect to matters not involving Proceedings commenced or threatened by third parties, within five (5) days after notification from the Seller's Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling the Seller's Indemnified Persons to indemnity hereunder, the Purchasers or Enterra (as the case may be), at no cost or expense to the Seller's Indemnified Persons, shall acknowledge, if Purchasers agree to so indemnify, to the Seller's Indemnified Persons their obligations to indemnify under this Section 10.2 and shall diligently commence resolution of such matters in a manner reasonably acceptable to the Seller's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; provided, however, with respect to those claims that may be satisfied by payment of a liquidated sum of money, the Purchasers or Enterra (as the case may be) may promptly pay the amount so claimed to the extent supported by reasonable documentation and so long as any such securities; settlement includes a complete release of all Seller's Indemnified Persons. If litigation or (iv) any Fraud Claimsother Proceeding is commenced or threatened, the provisions of Section 10.3 shall control.

Indemnification by the Purchasers. Subject to (a) The Purchasers shall hold harmless and indemnify the terms and conditions of this Article VIII, Seller from and after the Closingagainst, the Purchaser and their respective successors shall compensate 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 reimburse 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 uponfor, 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): Indemnifiable Damages connected with: (i) any failure on the breach part of the Purchasers to perform and discharge the Assumed Liabilities on a timely basis; (ii) any Breach of any representation or warranty made by the Purchaser or Shareholder set forth Purchasers in this Agreement or in any certificate delivered by the Purchaser or Shareholder pursuant to this Agreement; ; (iiiii) the breach Purchasers’ performance under the Assumed Contracts after the Closing Date; (iv) any Breach of any representation or warranty made by Cavium China in the Celestial China Asset Purchase Agreement; (v) any Breach of any covenant or agreement obligation of the Purchasers or Cavium China contained in any of the Transactional Agreements; or (vi) any Proceeding relating directly or indirectly to any failure or Breach of the type referred to in clause “(i)” or “(ii)” above (including any Proceeding commenced by the Seller for the purpose of enforcing its rights under this Section 9.3). (b) The Purchasers shall not be required to make any indemnification payment pursuant to Section 9.3(a) for any Breach of any of its representations and warranties until such time as the total amount of all Indemnifiable Damages (including the Indemnifiable Damages arising from such Breach and all other Indemnifiable Damages arising from any other Breaches of its representations or warranties) that have been directly suffered or incurred by the Seller, or to which the Seller have otherwise become subject, exceeds $250,000 in the aggregate. If the total amount of such Indemnifiable Damages exceeds $250,000 in the aggregate, the Seller shall be entitled to be indemnified against and compensated and reimbursed for the amount of such Indemnifiable Damages in excess of $250,000. (c) The limitation on the part indemnification obligations of Purchaser or Shareholder the Purchasers that is set forth in this Agreement or Section 9.3(b) shall not apply to the matters referred to in any certificate delivered by Purchaser or Shareholder pursuant to this Agreement; clauses “(i)”, “(iii) )”, “(v)”, or any Action by Person(s) who were holders of equity securities Proceedings related to any of the Sellers, including options, warrants, convertible debt or other convertible securities or other rights matters referred to acquire equity securities of in 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 Claimsforegoing clauses.

Indemnification by the Purchasers. Subject Each of the Purchasers agrees, jointly and severally, to indemnify the terms and conditions of this Article VIII, from and after the Closing, the Purchaser Seller Companies and their respective Affiliates, officers, directors, employees, attorneys, agents, representatives, successors and assigns (with respect to any claim made under this Section 8.2each, the “Indemnifying Parties”a "Seller Indemnified Party") will jointly and severally indemnifyagainst, defend and hold them 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 reimburse them for all claims, demands, or suits (by any and all Person), losses, Actions, Orders, Liabilities, damages (including consequential damages)deficiency, diminution in value, Taxesdamages, interestliabilities (including consequential, incidental and punitive damages), obligations, payments, penalties, Liens, amounts paid in settlementfines, costs and expenses (including reasonable including, the costs and expenses of investigation any and court costs all actions, suits, proceedings, assessments, judgments, settlements, compromises, fines and interest relating thereto and reasonable attorneys’ ' fees and expenses)reasonable disbursements in connection therewith) (collectively, "Losses") asserted against, sustained, incurred or suffered by such Seller Indemnified Party at any time relating to, as a result of or arising out of: (a) the inaccuracy in, or the breach of, any representation or warranty of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Party to the extent arising in whole Purchasers contained herein or in part out of any certificate or resulting directly or indirectly from document delivered pursuant hereto by the Purchasers; (whether or not involving a Third Party Claim): (ib) the breach of any representation agreement or warranty made covenant of the Purchasers contained herein or the failure by the Purchaser Purchasers or Shareholder set forth in this Agreement any of its Affiliates to perform any of their obligations contained herein or in any certificate delivered by of the Purchaser Operative Agreements including those in any Schedule or Shareholder pursuant to this Agreement; (ii) Exhibit hereto, or thereto other than such breaches resulting solely from the Seller Companies' or their Affiliates' 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 Management 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 Each Purchaser agrees, severally and not jointly, to indemnify the terms and conditions Company, its Affiliates (excluding, for purposes of this Article VIIISection 4.2, from EnCap Purchaser and after the Closing, the Purchaser any of its Affiliates) and its and their respective successors and assigns Representatives (with respect to any claim made under this Section 8.2collectively, the “Indemnifying PartiesCompany Indemnitees”) will jointly and severally indemnifyfrom, defend all costs, losses, liabilities, damages, or expenses of any kind or nature, and hold each of them harmless the Seller and its Affiliates and their respective officersagainst, 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), claims, demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, Actionsliabilities, Ordersdamages, Liabilities, damages or expenses of any kind or nature (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): (i) , as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein; provided that such claim for indemnification relating to a breach of any representation or warranty is made by prior to the Purchaser expiration of the survival period of such representation, warranty or Shareholder covenant as set forth in Section 6.1; provided, further, that for purposes of determining when an indemnification claim has been made, the date upon which a Company Indemnitee 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; provided, further, that the aggregate liability of such Purchaser shall not be greater in amount than the Purchase Price paid by such Purchaser. No Company Indemnitee shall be entitled to recover special, indirect, exemplary, lost profits, speculative or punitive damages under this Agreement Section 4.2; provided, however, that such limitation shall not prevent any Company Indemnitee from recovering under this Section 4.2 for any such damages to the extent that such damages (A) are in the form of diminution in value or are payable to a third party in connection with any certificate delivered Third-Party Claims or (B) (1) were reasonably foreseeable as of the Execution Date and (2) were proximately caused by the Purchaser or Shareholder pursuant to this Agreement; (ii) the applicable 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 giving rise to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (iv) any Fraud Claimsapplicable claim for indemnification hereunder.

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. (b) Each Purchaser agrees that it will indemnify and hold harmless each of the Company and NEP from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in connection with the purchase of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Indemnification by the Purchasers. Subject to (a) In the terms and conditions of this Article VIII, from and after event the ClosingClosing occurs, the Purchaser Purchasers shall, jointly and severally, defend, indemnify and hold the Parent, any Affiliate of the Parent or their respective successors and assigns (with respect to any claim made under this Section 8.2current or future Representatives, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Seller and its Affiliates and their respective officers, directors, managers, employeescontrolling persons, successors and permitted assigns (with respect to any claim made under this Section 8.2collectively, the “Parent Indemnified Parties”) harmless from and against and in respect of any and all losses, Actions, Orders, Liabilities, damages Losses incurred by any such Parent Indemnified Party arising out of or in connection with (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses i) any Breach by the Purchasers 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 representations and warranties contained 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 Article VI or in any certificate delivered pursuant hereto, (ii) any Breach by the Purchaser Purchasers of any of their covenants or Shareholder agreements in this Agreement, (iii) the ownership, operation or use of the Business or the Purchased Assets on or after the Closing Date, (iv) the Assumed Liabilities, (v) Purchasers’ portion of Transfer Taxes, Property Taxes for which the Purchasers are liable pursuant to Section 7.8, and (vi) any Liabilities for Taxes arising from or related to the Purchasers’ and their Affiliates’ ownership of the Purchased Assets or operation of the Business after the Closing Date. (b) The foregoing obligation to indemnify the Parent Indemnified Parties set forth in Section 10.3(a) shall be subject to each of the following limitations: (i) no indemnification for Losses asserted against the Purchasers under clause (i) of Section 10.3(a) (other than with respect to Losses asserted with respect to the Fundamental Representations, which shall not be subject to this limitation) shall be required unless the aggregate amount of Losses incurred by the Parent Indemnified Parties with respect to the event or occurrence giving rise to such Losses exceeds $10,000; (ii) no indemnification for Losses asserted against the Purchasers under clause (i) of Section 10.3(a) (other than with respect to Losses asserted with respect to the Fundamental Representations, which shall not be subject to this limitation) shall be required unless and until the cumulative amount of such Losses equals or exceeds $300,000 (the “Purchasers Deductible”), and then only to the extent that the cumulative amount of Losses, as finally determined, exceeds the Purchasers Deductible; and (iii) the Purchasers’ aggregate liability to Parent Indemnified Parties under clause (i) of Section 10.3(a) (other than with respect to Losses asserted with respect to the Fundamental Representations, which shall not be subject to this limitation) for Losses in excess of the Purchasers Deductible shall not exceed $3,000,000 in the aggregate. (c) If the Closing occurs, except in the case of fraud or intentional misrepresentation, the indemnity provided in this Section 10.3 shall be the sole and exclusive remedy of the Parent and the Parent Indemnified Parties against the Purchasers at law or in equity for any matter covered by Section 10.3(a). (d) Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate liability of the Purchasers pursuant to this Agreement exceed the Purchase Price that is received by the Parent 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) Each of the Purchasers shall jointly and severally indemnify and save harmless the Vendors, their respective directors, officers, agents, employees and shareholders and Affiliates (collectively referred to as the terms and conditions of this Article VIII“Vendor Indemnified Parties”), on an after-Tax basis, from and after against all Claims which may be made or brought against 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 “Vendor 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 uponwhich they may suffer or incur, any Indemnified Party to the extent arising in whole directly or indirectly, as a result of or in part out of or resulting directly or indirectly from (whether or not involving a Third Party Claim): connection with: (i) the breach of any representation non-fulfilment 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 a Purchaser or Shareholder set forth contained in this Agreement or in any certificate delivered or other document furnished by or on behalf of a Purchaser or Shareholder pursuant to this Agreement; and (iiiii) any Action misrepresentation or any incorrectness in or breach of any representation or warranty of a Purchaser contained in this Agreement or in any certificate or other document furnished by Person(sor on behalf a Purchaser pursuant to this Agreement. (b) who were holders of equity securities The aggregate liability of the Sellers, including options, warrants, convertible debt Purchasers for any Claim for indemnification made pursuant to Section 11.3(a) shall be limited to $630,000 and recovery from such amount shall be the exclusive remedy under this Agreement for any breach or other convertible securities or other rights to acquire equity securities default in connection with any of the Sellerrepresentations, prior to the Closing arising out warranties, covenants or agreements of the salePurchasers set forth in this Agreement or any certificate delivered pursuant to this Agreement, purchaseprovided, terminationhowever that, cancellation(i) nothing in this Agreement shall limit the liability of the Purchasers for any Claim based on intentional misrepresentation or fraud and (ii) the Purchasers shall have no obligation to make any payment pursuant to Section 11.3(a) with respect to any representation, expirationwarranty or covenant unless the aggregate amount to which the Vendors are entitled by reason of all such Claims exceeds $30,000, redemption or conversion it being understood that once such amount is exceeded, the aggregate of any all such securities; or (iv) any Fraud ClaimsClaims shall be payable in accordance with the provisions hereof.

Indemnification by the Purchasers. (a) Subject to written notice of such claim for indemnification being given to the Purchaser within the appropriate survival period set forth in Section 9.1, each of the Purchasers, jointly and severally, covenants and agrees, on the terms and conditions of subject to the limitations set forth in 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 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”) Parties from and against against: (i) all Losses directly or indirectly resulting from or arising out of (A) any representation or warranty of the Purchasers contained in this Agreement that survives the Closing pursuant to Section 9.1 not being true and all lossescorrect when made or deemed made, Actions, Orders, Liabilities, damages (B) any nonperformance or breach of any covenant or agreement of the Purchasers contained in this Agreement (including consequential damagesthe covenants and agreements set forth in Article I); and (ii) all claims, diminution in valueactions, Taxessuits, proceedings, demands, judgments, assessments, fines, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court settlement costs and reasonable attorneys’ fees legal, accounting, experts', and other fees, costs and expenses), () relating to or resulting from any of the foregoing. (b) The Seller Parties acknowledge and agree that following the Closing, a “Loss”) paid, suffered or incurred bytheir sole and exclusive remedy with respect to any and all claims for monetary damages relating to this Agreement and the transactions contemplated hereby (other than claims of, or imposed uponcauses of action arising from, any Indemnified Party fraud, or to enforce the Seller Parties' rights under this Article VIII) shall be pursuant to the extent arising indemnification provisions set forth in whole or in part out of or this Article VIII. (c) Other than with respect to Losses resulting directly or indirectly from (whether or not involving a Third Party Claim): (i) the breach of Sections 3.1, 3.2, 3.4 or 3.5 (the "PURCHASER BASKET EXCEPTIONS"), no indemnification by the Purchasers under this Section 8.2 in respect of an inaccuracy in or breach or any representation or warranty made by the Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by pursuant hereto shall be due and payable unless the Purchaser or Shareholder pursuant aggregate amount of all such Losses exceeds US $2,250,000 (the "PURCHASERS BASKET AMOUNT"), whereupon the Purchasers will be obligated to this Agreement; (ii) pay the breach Losses included in the Purchasers Basket Amount, but only to the extent that the aggregate of all such Losses exceeds $200,000, as well as the amount of any covenant Losses in excess of the Purchasers Basket Amount and the fees, costs and expenses described in Section 8.2(a)(ii). The Purchasers shall not be obligated to indemnify the Seller Parties for inaccuracies in or agreement on breaches of the part of Purchaser or Shareholder set forth representations and warranties in this Agreement or in any certificate delivered pursuant hereto in an amount in excess of US $35 million; provided, however, that the limitations set forth in this sentence shall not be applicable to any breach by Purchaser or Shareholder pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities the Purchasers 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 ClaimsPurchaser Basket Exceptions.

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 (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. (b) Each Purchaser agrees that it will indemnify and hold harmless each of the Company and NEP from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in connection with the purchase of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Indemnification by the Purchasers. Subject Each Purchaser holding Common Shares will, if Common Shares held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the terms extent, and conditions only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser and stated to be specifically for use therein; or (B) any violation by such Purchaser of this Article VIII, from and after the ClosingSecurities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser, and in each case, such Purchaser will reimburse the Company, each other holder, and their respective successors directors, officers, persons, underwriters or control persons of the Company and assigns the other holders for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such indemnifying Purchaser (with respect to which consent shall not be unreasonably withheld or delayed). The liability of any claim made Purchaser for indemnification under this Section 8.2, 5(b) in its capacity as a seller of Common Shares shall not exceed 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 amount of net proceeds 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 such Purchaser 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 securities sold 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 Claimsregistration.