Common use of Right to Control Proceedings for Third Clause in Contracts

Right to Control Proceedings for Third. Party Claims 15 6.5 Mitigation; Treatment of Indemnification 16 6.6 Exclusive Remedy 16 ARTICLE 7 MISCELLANEOUS 17 7.1 Guarantee 17 7.2 Entire Agreement 17 7.3 Notices 17 7.4 Successors and Assigns 17 7.5 Jurisdiction; Service of Process; Waiver of Jury Trial 18 7.6 Headings; Construction; and Interpretation 20 7.7 Further Assurances 20 7.8 Amendment and Waiver 20 7.9 No Other Beneficiaries 20 7.10 Governing Law 20 7.11 Schedules 20 7.12 Limitation of Representation and Warranties 20 7.13 Counterparts 21 7.14 Severability 21 7.15 Limit on Damages 21 7.16 Specific Performance 21 APPENDIX A-1: GENERAL DEFINITIONS 1 APPENDIX A-2: RULES OF CONSTRUCTION 1 LIST OF APPENDICES Appendix A-1 General Definitions Appendix A-2 Rules of Construction Appendix B Transaction Terms and Conditions Appendix C Acquired Interests; Ownership Structure; and Wind Project Information Appendix D Documents and Key Counterparties LIST OF SCHEDULES Schedule 2.5 Seller Consents and Approvals Schedule 2.12 Matters Relating to the Acquired Interests, the Project Company and the Wind Project Schedule 3.5 Purchaser Consents and Approvals Schedule 4.1(a) Seller’s Pre-Closing Covenants Schedule 6.4(b) Control of Defense of Third Party Claims PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of December 19, 2014, is made by and among Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), Pattern Renewables LP, a Delaware limited partnership (“Seller”) and, solely for purposes of Section 7.1, Pattern Energy Group LP, a Delaware limited partnership (“Guarantor”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto. RECITALS

Right to Control Proceedings for Third. Party Claims 15 6.5 Mitigation; Treatment of Indemnification 16 6.6 Exclusive Remedy 16 17 ARTICLE 7 MISCELLANEOUS 17 7.1 Guarantee 17 7.2 Entire Agreement 17 7.3 Notices 17 7.4 Successors and Assigns 17 18 7.5 Jurisdiction; Service of Process; Waiver of Jury Trial 18 7.6 Headings; Construction; and Interpretation 20 7.7 Further Assurances 20 7.8 Amendment and Waiver 20 7.9 No Other Beneficiaries 20 7.10 Governing Law 20 7.11 Schedules 20 7.12 Limitation of Representation and Warranties 20 21 7.13 Counterparts 21 7.14 Severability 21 7.15 Limit on Damages 21 7.16 Specific Performance 21 APPENDIX Appendix A-1: GENERAL DEFINITIONS General Definitions 1 APPENDIX Appendix A-2: RULES OF CONSTRUCTION Rules of Construction 1 LIST OF APPENDICES Appendix A-1 General Definitions Appendix A-2 Rules of Construction Appendix B Transaction Terms and Conditions Appendix C Acquired Interests; Ownership Structure; and Wind Project Information Appendix D Documents and Key Counterparties LIST OF SCHEDULES Schedule 2.5 Seller Consents and Approvals Schedule 2.12 Matters Relating to the Acquired Interests, the Project Company and the Wind Project Schedule 3.5 Purchaser Consents and Approvals Schedule 4.1(a) Seller’s Pre-Closing Covenants Schedule 6.4(b) Control of Defense of Third Party Claims PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of December 1920, 20142013, is made by and among Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), Pattern Renewables LPPanhandle B Holdco 2 LLC, a Delaware limited partnership liability company (“Seller”) and, solely for purposes of Section 7.1, Pattern Energy Group LP, a Delaware limited partnership (“Guarantor”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto. RECITALS.