Common use of Indemnification of the Purchasers Clause in Contracts

Indemnification of the Purchasers. After the Closing, each Seller, severally (as described in Section 7.2(c)(vi)) and not jointly, shall indemnify and hold harmless the Purchasers (and its directors, managers, officers, employees, agents, Affiliates, successors, and assigns) (the “Purchasers Indemnitees”) from and against any and all Losses based upon, arising out of or incurred with respect to (i) any breach of such Seller’s representations and warranties in Article III or any certificate delivered at Closing, (ii) any breach or nonperformance of any covenant or obligation to be performed by such Seller hereunder or under any agreement executed in connection herewith, (iii) any breach of the Seller’s representations and warranties regarding the Company and the Subsidiaries in Article IV of this Agreement or (iv) the Operating Wind Project Liabilities. For the avoidance of doubt, (A) the Blocker Seller shall be solely liable for any indemnification obligation arising from a breach of a representation or covenant pertaining to the Blocker Corp or the Shares, including the representations set forth in Section 3.5 and (B) in no event shall the Purchasers, collectively, be entitled to double recovery for the same Loss. Any indemnification obligation arising from a breach of Section 4.10(h) shall be borne solely by the Seller(s) to whom the applicable Foreign Partner Withholding Tax is attributable.