Common use of Indemnification by the Class A Member Clause in Contracts

Indemnification by the Class A Member. (a) Beginning on the Effective Date (or, with respect to any additional Class A Member which becomes a Class A Member after the Effective Date, on the first date on which such Person becomes a Member hereunder) and continuing thereafter, the Class A Member (and if there shall be more than one Class A Member, each Class A Member jointly and severally) shall Indemnify the Company, each Class B Member and the Class B Member’s officers, directors, shareholders, employees, agents, successors, permitted assigns, and their respective Affiliates (the “Indemnified Persons”), on an after-tax basis determined in accordance with Section 11.5, from and against any and all Claims which may be suffered by any Indemnified Person relating to or arising out of any of the following: (i) the inaccuracy, breach or failure of any representation or warranty or covenant or agreement made by any Class A Member (whether in its capacity as a Class A Member, Tax Matters Member or Managing Member), the Project Company, the Company, or any Affiliate of any Class A Member or the Company under this Agreement or the Purchase Agreement (and without regard to any qualification of “material,” “material adverse effect,” Material Adverse Effect, or any similar qualification with respect to any representation or warranty); provided, however, that no Claim for indemnification may be made pursuant to this Section 11.1(a)(i) until the aggregate dollar amount of claims for which indemnification is (or previously has been) sought exceeds *****; provided, further, however, that, once such threshold dollar amount of Claims has been reached, the Class B Members shall have the right to be indemnified for all such Claims, including amounts that were not previously paid because such threshold amount had not been reached; (ii) the failure by any Class A Member, the Project Company, the Company or any Affiliate of any Class A Member or the Company while being the Manager to manage the Project in accordance with the Prudent Operator Standard; (iii) the failure by any Class A Member, the Project Company, the Company or any Affiliate of any Class A Member or the Company while being the Operator to operate the Project in accordance with the Prudent Operator Standard; (iv) Environmental Losses caused by the Managing Member or its Affiliate, whether occurring prior to or after the Effective Date; and (v) consequential damages resulting from any curtailment or shutdown of any wind turbine related to the failure of the Project Company to obtain any consent, non-disturbance agreement, easement or other agreement necessary for the operation of the Project which has not been obtained as of the Effective Date. (b) To the fullest extent permitted by Applicable Law, reasonable expenses to be incurred by an Indemnified Person under this Section 11.1 shall, from time to time, be advanced by or on behalf of the Class A Member(s) prior to the final disposition of any matter upon receipt by the Class A Member(s) of an undertaking by or on behalf of such Indemnified Person to repay such amount, together with interest from the date of the advance at the Reference Rate, if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Agreement. (c) For the avoidance of doubt, any insurance proceeds actually received by an Indemnified Person in respect of any Claim shall be credited against the remaining amounts owed to such Indemnified Person by the Class A Member in connection with such Claim or, in the event that all such amounts owed by the Class A Member to such Indemnified Person pursuant to this Section 11.1 have been paid in full, shall be paid over to the Class A Member.

Indemnification by the Class A Member. (a) Beginning on the Effective Date (or, with respect to any additional Class A Member which becomes a Class A Member after the Effective Date, on the first date on which such Person becomes a Member hereunder) and continuing thereafter, the Class A Member (and if there shall be more than one Class A Member, each Class A Member jointly and severally) shall Indemnify the Company, each Class B Member and the Class B Member’s officers, directors, shareholders, employees, agents, successors, permitted assigns, and their respective Affiliates (the “Indemnified Persons”), on an after-tax basis determined in accordance with Section 11.5, from and against any and all Claims which may be suffered by any Indemnified Person relating to or arising out of any of the following: (i) the inaccuracy, breach or failure of any representation or warranty or covenant or agreement made by any Class A Member (whether in its capacity as a Class A Member, Tax Matters Member or Managing Member), the Project Company, the Company, or any Affiliate of any Class A Member or the Company under this Agreement or the Purchase Agreement (and without regard to any qualification of “material,” “material adverse effect,” Material Adverse Effect, or any similar qualification with respect to any representation or warranty); provided, however, that no Claim for indemnification may be made pursuant to this Section 11.1(a)(i) until the aggregate dollar amount of claims for which indemnification is (or previously has been) sought exceeds *****$200,000; provided, further, however, that, once such threshold dollar amount of Claims has been reached, the Class B Members shall have the right to be indemnified for all such Claims, including amounts that were not previously paid because such threshold amount had not been reached; (ii) the failure by any Class A Member, the Project Company, the Company or any Affiliate of any Class A Member or the Company while being the Manager to manage the Project in accordance with the Prudent Operator Standard; (iii) the failure by any Class A Member, the Project Company, the Company or any Affiliate of any Class A Member or the Company while being the Operator to operate the Project in accordance with the Prudent Operator Standard; (iv) Environmental Losses caused by the Managing Member or its Affiliate, whether occurring prior to or after the Effective Date; and (v) consequential damages resulting from any curtailment or shutdown of any wind turbine related to the failure of the Project Company to obtain any consent, non-disturbance agreement, easement or other agreement necessary for the operation of the Project which has not been obtained as of the Effective Date. (b) To the fullest extent permitted by Applicable Law, reasonable expenses to be incurred by an Indemnified Person under this Section 11.1 shall, from time to time, be advanced by or on behalf of the Class A Member(s) prior to the final disposition of any matter upon receipt by the Class A Member(s) of an undertaking by or on behalf of such Indemnified Person to repay such amount, together with interest from the date of the advance at the Reference Rate, if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Agreement. (c) For the avoidance of doubt, any insurance proceeds actually received by an Indemnified Person in respect of any Claim shall be credited against the remaining amounts owed to such Indemnified Person by the Class A Member in connection with such Claim or, in the event that all such amounts owed by the Class A Member to such Indemnified Person pursuant to this Section 11.1 have been paid in full, shall be paid over to the Class A Member.