Common use of Indemnification by Purchasers Clause in Contracts

Indemnification by Purchasers. (a) Seller Claims Against CPS. CPS will indemnify, defend and hold harmless Seller, its parents and Affiliates and each of their respective officers, directors, employees, attorneys, agents and successors and assigns and each Person included in the Seller Group from and against any and all Losses which arise or result from the following (collectively, "Seller Claims"), IN EACH CASE, EVEN IF SUCH LOSSES ARE CAUSED BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY PERSON INCLUDED IN THE SELLER GROUP, EXCEPT TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PERSON: (i) any breach or violation of any covenant, obligation or agreement of CPS set forth in this Agreement; (ii) any breach or inaccuracy of any of the representations or warranties made, as of the Closing Date, by CPS in this Agreement in ARTICLE 5; provided, that for purposes of determining whether there has been a breach or inaccuracy of any such representation or warranty, and the amount of Losses sustained or incurred, for purposes of this Section 8.3(a), such representations and warranties shall be interpreted without giving effect to the words "material", "materially", "Material Adverse Effect", or words of similar effect; or (iii) if the Closing occurs as to CPS, the design, construction, ownership, operation or use of any of the Purchased Assets or the Generation Facility (but excluding the Excluded Assets), the failure to pay, perform or discharge any Assumed Liabilities as and when due or any other matter relating to or arising out of the Purchased Assets or the Generation Facility, in each case whether relating to periods of time prior to or after the Closing, to the extent CPS is not entitled to indemnification by Seller against such Losses under Section 8.2(a) (subject to the limitations in this Agreement).

Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Partnership, the General Partner and their respective Representatives (acollectively, “Partnership Related Parties”) Seller Claims Against CPS. CPS will indemnifyfrom, defend and hold harmless Seller, its parents and Affiliates and each of their respective officersthem harmless against, directors, employees, attorneys, agents and successors and assigns and each Person included in the Seller Group from and against any and all Losses which arise actions, suits, proceedings (including any investigations, litigation, or result from the following (collectively, "Seller Claims"inquiries), IN EACH CASEdemands and causes of action and, EVEN IF SUCH LOSSES ARE CAUSED BY THE SOLEin connection therewith, JOINT OR CONCURRENT NEGLIGENCEand promptly upon demand, STRICT LIABILITY OR OTHER FAULT OF ANY PERSON INCLUDED IN THE SELLER GROUPpay or reimburse each of them for all costs, EXCEPT TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PERSON: (i) any breach losses, liabilities, damages, or violation expenses of any covenantkind or nature whatsoever, obligation including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or agreement preparing to defend any such matter that may be incurred by them or asserted against or involve any of CPS set forth them as a result of, arising out of, or in this Agreement; (ii) any way related to the breach or inaccuracy of any of the representations representations, warranties or warranties made, as covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the Closing Date, by CPS in this Agreement in ARTICLE 5; provided, expiration of such representation or warranty (it being understood that for purposes of determining whether there when an indemnification claim has been made, the date upon which a breach Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchasers shall constitute the date upon which such claim has been made); and provided further, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or inaccuracy of punitive damages under this Section 7.02 (other than any such representation or warranty, and the amount of Losses sustained or incurred, for purposes of this Section 8.3(a), such representations and warranties shall be interpreted without giving effect to the words "material", "materially", "Material Adverse Effect", or words of similar effect; or (iii) if the Closing occurs as to CPS, the design, construction, ownership, operation or use of any of the Purchased Assets or the Generation Facility (but excluding the Excluded Assets), the failure to pay, perform or discharge any Assumed Liabilities as and when due or any other matter relating to or arising out of the Purchased Assets or the Generation Facility, in each case whether relating to periods of time prior to or after the Closing, damages to the extent CPS is not entitled to indemnification by Seller against that such Losses damages (x) are in the form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 8.2(a) (subject to 7.02 for any amount in excess of the limitations in this Agreement)sum total of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A hereto.

Indemnification by Purchasers. (a) Each Purchaser agrees, severally and not jointly, to indemnify Seller Claims Against CPS. CPS will indemnify, defend and hold harmless Seller, its parents and Affiliates and each of their respective officers, directors, employeesemployees and agents (collectively, attorneys“Seller Related Parties”) from, agents and successors hold each of them harmless against any and assigns all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each Person included of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of Purchaser contained herein, provided such claim for indemnification relating to a breach of the representations and warranties is made prior to the expiration of such representations and warranties. Furthermore, each Purchaser agrees, severally and not jointly, that it will indemnify and hold harmless Seller Group and Seller Related Parties from and against any and all Losses which arise claims, demands or result from 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 following (collectively, "Seller Claims"), IN EACH CASE, EVEN IF SUCH LOSSES ARE CAUSED BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY PERSON INCLUDED IN THE SELLER GROUP, EXCEPT TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PERSON: (i) any breach or violation of any covenant, obligation or agreement of CPS set forth in this Agreement; (ii) any breach or inaccuracy of any of the representations or warranties made, as of the Closing Date, by CPS in this Agreement in ARTICLE 5; provided, that for purposes of determining whether there has been a breach or inaccuracy of any such representation or warranty, and the amount of Losses sustained or incurred, for purposes of this Section 8.3(a), such representations and warranties shall be interpreted without giving effect to the words "material", "materially", "Material Adverse Effect", or words of similar effect; or (iii) if the Closing occurs as to CPS, the design, construction, ownership, operation or use purchase of any of the Purchased Assets Units or the Generation Facility (but excluding the Excluded Assets), the failure to pay, perform or discharge any Assumed Liabilities as and when due or any other matter relating to or arising out consummation of the Purchased Assets or the Generation Facility, in each case whether relating to periods of time prior to or after the Closing, to the extent CPS is not entitled to indemnification transactions contemplated by Seller against such Losses under Section 8.2(a) (subject to the limitations in this Agreement).

Indemnification by Purchasers. (a) Seller Claims Against CPS. CPS Upon the terms and subject to the conditions of this Article VII, each Purchaser will severally, and not jointly, indemnify, defend and hold harmless Sellerthe Partnership, its parents the General Partner and Affiliates and each of their respective officersRepresentatives (collectively, directors, employees, attorneys, agents and successors and assigns and each Person included in the Seller Group “Partnership Related Parties”) from and against any and all Losses which arise losses, actions, suits, proceedings (including any investigations, litigation or result from the following (collectively, "Seller Claims"inquiries), IN EACH CASEdemands and causes of action, EVEN IF SUCH LOSSES ARE CAUSED BY THE SOLEand, JOINT OR CONCURRENT NEGLIGENCEin connection therewith, STRICT LIABILITY OR OTHER FAULT OF ANY PERSON INCLUDED IN THE SELLER GROUPand promptly upon demand, EXCEPT TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PERSON: (i) any breach pay or violation reimburse each of them for all costs, losses, liabilities, damages or expenses of any covenantkind or nature whatsoever, obligation including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or agreement preparing to defend any such matter that may be incurred by them or asserted against or involve any of CPS set forth them, whether or not involving a third party claim, as a result of, arising out of, or in this Agreement; (ii) any way related to the breach or inaccuracy of any of the representations representations, warranties, covenants or warranties made, as agreements of the Closing Date, such Purchaser contained herein or in any certificate or instrument delivered by CPS in this Agreement in ARTICLE 5such Purchaser hereunder; provided, however, that such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty to the extent applicable (it being understood that for purposes of determining whether there when an indemnification claim has been made, the date upon which a breach Partnership Related Party has delivered notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made). Notwithstanding anything to the contrary herein, no Partnership Related Party shall be entitled to recover special, indirect, exemplary, incidental, speculative or inaccuracy punitive damages or lost profits, it being understood that (a) this sentence shall not limit recovery for damages that are the result of fraud and (b) the Partnership Related Parties shall further be able to recover any special, consequential or punitive damages that are components of damages paid to third parties by such Partnership Related Parties that are indemnifiable hereunder. Notwithstanding anything to the contrary contained in this Agreement, no current, former or future Affiliate, general or limited partner, equity-holder, director, officer, manager, employee, agent, successor or assign of any such representation Purchaser or of any Affiliate thereof (collectively, “Non-Recourse Parties”), other than any Purchaser, shall have any liability or obligation hereunder or in respect of the transactions contemplated hereby (at law or in equity, whether in tort, contract or otherwise), and from and after Closing, any claim as a result of, arising out of, or in any way related to any breach of any representation, warranty, covenant or agreement by a Purchaser shall be made solely against the Purchaser, and no Non-Recourse Party other than Purchaser, shall have any liability or obligation hereunder or in respect thereof (at law or in equity, whether in tort, contract or otherwise), and the amount Partnership on behalf of Losses sustained itself and the Partnership Related Parties and its and their respective Affiliates hereby irrevocably waives any claims or incurredrights (at law or in equity, for purposes of this Section 8.3(a)whether in tort, such representations and warranties shall be interpreted without giving effect to the words "material", "materially", "Material Adverse Effect"contract or otherwise) it or any Partnership Related Party, or words of similar effect; or (iii) if the Closing occurs as its and their respective Affiliates, may have with respect to CPS, the design, construction, ownership, operation or use of any of the Purchased Assets this Agreement or the Generation Facility (but excluding the Excluded Assets)transactions contemplated hereby against any Non-Recourse Party other than any Purchaser, the failure to pay, perform or discharge any Assumed Liabilities as and when due or any other matter relating to or arising out of the Purchased Assets or the Generation Facility, in each case whether relating to periods of time prior to before or after the Closing, to the extent CPS is not entitled to indemnification by Seller against such Losses under Section 8.2(a) (subject to the limitations in this Agreement).

Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Company and its Representatives (acollectively, “Company Related Parties”) Seller Claims Against CPS. CPS will indemnifyfrom, defend and hold harmless Seller, its parents and Affiliates and each of their respective officersthem harmless against, directors, employees, attorneys, agents and successors and assigns and each Person included in the Seller Group from and against any and all Losses which arise actions, suits, proceedings (including any investigations, litigation or result from the following (collectively, "Seller Claims"inquiries), IN EACH CASEdemands, EVEN IF SUCH LOSSES ARE CAUSED BY THE SOLEand causes of action, JOINT OR CONCURRENT NEGLIGENCEand, STRICT LIABILITY OR OTHER FAULT OF ANY PERSON INCLUDED IN THE SELLER GROUPin connection therewith, EXCEPT TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PERSON: (i) any breach and promptly upon demand, pay or violation reimburse each of them for all costs, losses, liabilities, damages, or expenses of any covenantkind or nature whatsoever, obligation including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or agreement preparing to defend any such matter that may be incurred by them or asserted against or involve any of CPS set forth them as a result of, arising out of, or in this Agreement; (ii) any way related to the breach or inaccuracy of any of the representations representations, warranties or warranties madecovenants of such Purchaser contained herein, as provided that such claim for indemnification relating to a breach of the Closing Date, by CPS in this Agreement in ARTICLE 5representations and warranties is made prior to the expiration of such representations and warranties; providedand provided further, that for purposes of determining whether there has been a breach no Company Related Party shall be entitled to recover special, indirect, incidental, consequential (including lost profits or inaccuracy diminution in value) or punitive damages; and provided further, that in no event shall the liability of any such representation or warranty, and Purchaser exceed the amount of Losses sustained or incurred, for purposes of this Section 8.3(a), such representations and warranties shall be interpreted without giving effect Purchaser’s Purchase Price plus any distributions paid to such Purchaser with respect to the words "material", "materially", "Material Adverse Effect", or words of similar effect; or (iii) if the Closing occurs as to CPS, the design, construction, ownership, operation or use of any of the Purchased Assets or the Generation Facility (but excluding the Excluded Assets), the failure to pay, perform or discharge any Assumed Liabilities as and when due or any other matter relating to or arising out of the Purchased Assets or the Generation Facility, in each case whether relating to periods of time prior to or after the Closing, to the extent CPS is not entitled to indemnification by Seller against such Losses under Section 8.2(a) (subject to the limitations in this Agreement)Shares.

Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Partnership, the General Partner and their respective Representatives (acollectively, “Partnership Related Parties”) Seller Claims Against CPS. CPS will indemnifyfrom, defend and hold harmless Seller, its parents and Affiliates and each of their respective officersthem harmless against, directors, employees, attorneys, agents and successors and assigns and each Person included in the Seller Group from and against any and all Losses which arise actions, suits, proceedings (including any investigations, litigation, or result from the following (collectively, "Seller Claims"inquiries), IN EACH CASEdemands and causes of action and, EVEN IF SUCH LOSSES ARE CAUSED BY THE SOLEin connection therewith, JOINT OR CONCURRENT NEGLIGENCEand promptly upon demand, STRICT LIABILITY OR OTHER FAULT OF ANY PERSON INCLUDED IN THE SELLER GROUPpay or reimburse each of them for all costs, EXCEPT TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PERSON: (i) any breach losses, liabilities, damages, or violation expenses of any covenantkind or nature whatsoever, obligation including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or agreement preparing to defend any such matter that may be incurred by them or asserted against or involve any of CPS set forth them as a result of, arising out of, or in this Agreement; (ii) any way related to the breach or inaccuracy of any of the representations representations, warranties or warranties made, as covenants of the Closing Date, such Purchaser contained herein or in any certificate or instrument delivered by CPS in this Agreement in ARTICLE 5such Purchaser hereunder; provided, provided that such claim for purposes of determining whether there has been indemnification relating to a breach of a representation or inaccuracy warranty is made prior to the expiration of any such representation or warranty; and provided further, and the amount of Losses sustained that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or incurred, for purposes of punitive damages under this Section 8.3(a), 7.02 (other than any such representations and warranties shall be interpreted without giving effect to the words "material", "materially", "Material Adverse Effect", or words of similar effect; or (iii) if the Closing occurs as to CPS, the design, construction, ownership, operation or use of any of the Purchased Assets or the Generation Facility (but excluding the Excluded Assets), the failure to pay, perform or discharge any Assumed Liabilities as and when due or any other matter relating to or arising out of the Purchased Assets or the Generation Facility, in each case whether relating to periods of time prior to or after the Closing, damages to the extent CPS is not entitled to indemnification by Seller against that such Losses damages (x) are in the form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 8.2(a) (subject to 7.02 for any amount in excess of the limitations in this Agreement)sum total of its Aggregate Purchase Price on Initial Closing Date plus its Aggregate Purchase Price on Second Closing Date.

Indemnification by Purchasers. (a) Each Purchaser agrees, severally and not jointly, to indemnify Seller Claims Against CPS. CPS will indemnify, defend and hold harmless Seller, its parents and Affiliates and each of their respective officers, directors, employeesemployees and agents (collectively, attorneys"Seller Related Parties") from, agents and successors hold each of them harmless against any and assigns all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each Person included of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter to the extent that it may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of Purchaser contained herein, provided such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty. Furthermore, each Purchaser agrees, severally and not jointly, that it will indemnify and hold harmless Seller Group and Seller Related Parties from and against any and all Losses which arise claims, demands or result from 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 following (collectively, "Seller Claims"), IN EACH CASE, EVEN IF SUCH LOSSES ARE CAUSED BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY PERSON INCLUDED IN THE SELLER GROUP, EXCEPT TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PERSON: (i) any breach or violation of any covenant, obligation or agreement of CPS set forth in this Agreement; (ii) any breach or inaccuracy of any of the representations or warranties made, as of the Closing Date, by CPS in this Agreement in ARTICLE 5; provided, that for purposes of determining whether there has been a breach or inaccuracy of any such representation or warranty, and the amount of Losses sustained or incurred, for purposes of this Section 8.3(a), such representations and warranties shall be interpreted without giving effect to the words "material", "materially", "Material Adverse Effect", or words of similar effect; or (iii) if the Closing occurs as to CPS, the design, construction, ownership, operation or use purchase of any of the Purchased Assets Shares or the Generation Facility (but excluding the Excluded Assets), the failure to pay, perform or discharge any Assumed Liabilities as and when due or any other matter relating to or arising out consummation of the Purchased Assets or the Generation Facility, in each case whether relating to periods of time prior to or after the Closing, to the extent CPS is not entitled to indemnification transactions contemplated by Seller against such Losses under Section 8.2(a) (subject to the limitations in this Agreement).