Common use of LIMITED INDEMNITY Clause in Contracts

LIMITED INDEMNITY. (a) Without limiting any other rights that the Purchaser may have hereunder or under applicable law and except as set forth in Section 2.9(b) below, the Seller hereby agrees to indemnify each of the Indemnified Persons on demand from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any information provided to the Purchaser with respect to Scheduled Receivables to be true and correct in all material respects; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller under or in connection with this Agreement to have been true and correct in all material respects when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with regard to any Scheduled Receivable, the related Underlying Contract, or the failure of any Scheduled Receivable or the related Underlying Contract to conform to any applicable law, rule or regulation on or prior to the relevant Purchase Date for such Scheduled Receivable; (iv) the failure to vest in the Purchaser's a valid and enforceable ownership interest, to the extent of the related Purchased Receivable, in the Scheduled Receivables, free and clear of any Lien or other adverse claim; (v) any dispute, claim, counterclaim or defense of an Eligible Obligor to the payment of any Scheduled Receivable (including a defense based on such Scheduled Receivable or the related Underlying Contract not being a legal, valid and binding obligation of such Eligible Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Scheduled Receivable or any claim resulting from the sale of the goods or services related to such Scheduled Receivable or any other transaction with such Eligible Obligor or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Scheduled Receivables or any tax deducted from the payment of a Scheduled Receivable by the Eligible Obligor thereon; (vi) any failure of the Seller to perform its duties or obligations in accordance with the terms of this Agreement (including, without limitation, failure to make any payment or deposit when due hereunder), or to perform its duties or obligations (if any) under any Underlying Contract; (vii) any breach of warranty, products liability or other claim investigation, litigation or proceeding arising out of or in connection with goods or services which are the subject of any Scheduled Receivables; (viii) the commingling of Collections of Scheduled Receivables at any time with other funds; (ix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or the ownership of the related Purchased Receivable or in respect of any Scheduled Receivable; (x) the occurrence of any Termination Event; (xi) in the event any Purchased Receivable is greater than 1.0 times the related Scheduled Receivables; (xii) the failure of any Scheduled Receivables to be Eligible Receivables; (xiii) the failure of the Seller to complete the sale and delivery of the goods (or the perforniance of the services, if any) which are the subject of any Scheduled Receivables; (xiv) any action or inaction of the Seller which impairs the interest of the Purchaser in any Scheduled Receivables; or (xv) any failure to pay accrued interest hereunder or under the Fee Letter when and as due. All Indemnified Amounts hereunder shall be due and payable on the date that is 10 days from the demand made therefor to the Payment Account. Any Scheduled Receivable in respect of which an Indemnified Amount is paid pursuant to Sections 2.9(a)(iv), (xii), (xiii) or (xiv) shall be deemed paid in full upon payment of the applicable Indemnified Amount and upon such payment the Seller shall be deemed to have repurchased any such Scheduled Receivable.

LIMITED INDEMNITY. PEARL agrees that OOIL has the right to defend, or at its option to settle, and OOIL agrees, at its own expense, to defend or at its option to settle, any third party claim, suit or proceeding (acollectively, “Action”) Without limiting any other rights brought against PEARL alleging that the Purchaser may Technology infringes any patent, copyright or trademark in existence as of the Effective Date, subject to the limitations hereinafter set forth. OOIL shall have hereunder sole control of any such Action or under applicable law settlement negotiations, and except as set forth in Section 2.9(b) below, the Seller hereby OOIL agrees to indemnify each pay, subject to the limitations hereinafter set forth, any final judgment entered against PEARL on such issue in any such Action defended by OOIL. PEARL agrees that OOIL will be relieved of the Indemnified Persons on demand from foregoing obligations unless PEARL notifies OOIL in writing of such Action within thirty (30) days after becoming aware of such action, gives OOIL authority to proceed as contemplated herein, and against gives OOIL proper and full information and assistance to settle and/or defend any and all Indemnified Amounts relating to such Action. If it is determined by a court of competent jurisdiction, or resulting from if OOIL believes, that the Technology, or any part thereof, infringes any patent, copyright or trademark, or if the sale or use of the followingTechnology, or any part thereof, is, as a result, enjoined, then OOIL may, at its election, option, and expense: (i) procure for PEARL the failure of any information provided right under such patent, copyright or trademark to sell or use, as appropriate, the Purchaser with respect to Scheduled Receivables to be true and correct in all material respectsTechnology or such part thereof; (ii) replace the failure of any representation Technology, or warranty part thereof, with other noninfringing suitable products or statement made or deemed made by the Seller under or in connection with this Agreement to have been true and correct in all material respects when madeparts; (iii) suitably modify the failure by the Seller to comply with any applicable law, rule Technology or regulation with regard to any Scheduled Receivable, the related Underlying Contract, part thereof; or the failure of any Scheduled Receivable or the related Underlying Contract to conform to any applicable law, rule or regulation on or prior to the relevant Purchase Date for such Scheduled Receivable; (iv) remove the failure to vest in the Purchaser's a valid and enforceable ownership interest, to the extent of the related Purchased Receivable, in the Scheduled Receivables, free and clear of any Lien or other adverse claim; (v) any dispute, claim, counterclaim or defense of an Eligible Obligor to the payment of any Scheduled Receivable (including a defense based on such Scheduled Receivable or the related Underlying Contract not being a legal, valid and binding obligation of such Eligible Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Scheduled Receivable or any claim resulting from the sale of the goods or services related to such Scheduled Receivable or any other transaction with such Eligible Obligor or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Scheduled Receivables or any tax deducted from the payment of a Scheduled Receivable by the Eligible Obligor thereon; (vi) any failure of the Seller to perform its duties or obligations in accordance with the terms of this Agreement (including, without limitation, failure to make any payment or deposit when due hereunder)Technology, or to perform its duties part thereof, terminate distribution or obligations (if any) under any Underlying Contract; (vii) any breach of warranty, products liability or other claim investigation, litigation or proceeding arising out of or in connection with goods or services which are sale thereof and refund the subject of any Scheduled Receivables; (viii) the commingling of Collections of Scheduled Receivables at any time with other funds; (ix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or the ownership of the related Purchased Receivable or in respect of any Scheduled Receivable; (x) the occurrence of any Termination Event; (xi) in the event any Purchased Receivable is greater than 1.0 times the related Scheduled Receivables; (xii) the failure of any Scheduled Receivables to be Eligible Receivables; (xiii) the failure of the Seller to complete the sale and delivery of the goods (or the perforniance of the services, if any) which are the subject of any Scheduled Receivables; (xiv) any action or inaction of the Seller which impairs the interest of the Purchaser in any Scheduled Receivables; or (xv) any failure to pay accrued interest hereunder or under the Fee Letter when and as due. All Indemnified Amounts hereunder shall be due and payable on the date that is 10 days from the demand made therefor to the Payment Account. Any Scheduled Receivable in respect of which an Indemnified Amount is payments paid pursuant to Sections 2.9(a)(iv), (xii), (xiii) or (xiv) shall be deemed paid in full upon payment of the applicable Indemnified Amount and upon by PEARL for such payment the Seller shall be deemed to have repurchased any such Scheduled ReceivableTechnology.

LIMITED INDEMNITY. EME hereby agrees to hold PREPA harmless and to ----------------- indemnify PREPA against any actual, direct loss, damage, cost, expense or liability (aincluding reasonable attorneys' fees) Without limiting resulting solely from any other rights attempt by KENETECH Corporation or any of its affiliates, or any creditor or shareholder of KENETECH Corporation or any of its affiliates, pursuant to this Agreement to invalidate or otherwise unwind the transfer of consideration by Mission to PREPA for the waiver granted by PREPA pursuant to this Agreement, within the applicable state statute of limitations following the date of execution and delivery of this Agreement ("Kenetech Creditor Claim"). Notwithstanding anything in this Agreement to the contrary, EME's obligation to indemnify PREPA shall in no event exceed the value paid for this waiver by Mission pursuant to Section 1, and EME's obligations under this paragraph shall expire and terminate without any action by any person, in the event that no such Kenetech Creditor Claim is raised. The waiver granted under Section 1 shall remain in full force and effect during any contest or proceeding with respect to any KENETECH Creditor Claim, and provided that EME satisfies its indemnity obligations hereunder, from and after satisfaction of any KENETECH Creditor Claim. PREPA shall promptly notify EME of any claim as to which indemnification is sought under this Section 2. Promptly after EME receives notification of such claim (and in no event later than the Purchaser may have hereunder or under applicable law and except as 30/th/ day following EME's receipt of notice of such claim), EME shall notify PREPA whether it believes such claim to be covered by the indemnity set forth in this Section 2.9(b) below2, and if so, whether it intends to pay, object to, comprise or defend any matter involving the Seller hereby agrees asserted liability of PREPA. EME shall have the right to indemnify each investigate, and the right in its sole discretion to defend, settle or compromise, any claim for which indemnification is sought under this Section to the extent that such claim does not exceed the maximum indemnification amount set forth in this Section. If EME elects to defend, settle or compromise any such asserted claim it shall do so at its own expense and by counsel selected by it and reasonably acceptable to PREPA. Upon EME's election to defend, settle or compromise any such claim and notification to PREPA of its intent to do so, EME shall be entitled to control the defense, settlement or compromise thereof. PREPA shall cooperate with EME in good faith and comply with all reasonable requests of EME in connection therewith, at EME's expense. Where EME undertakes the defense with respect to a claim, no additional legal fees or expenses of PREPA in connection with the defense of such claim shall be indemnified by EME hereunder unless such fees or expenses are incurred at the request of EME and except for reasonable fees and expenses incurred prior to EME's election to defend such claim. If, after due notice thereof from PREPA, EME fails to acknowledge or denies that any such claim is one for which it is obligated to indemnify, then PREPA may pay, settle, compromise, defend or take any such action it may reasonably deem necessary with respect to such asserted claim without affecting in any way PREPA's right to claim indemnification from EME under this Section. EME shall be entitled to participate at its own expense in any such proceeding controlled by PREPA and shall be kept informed of the Indemnified Persons on demand status of such proceeding by PREPA. PREPA shall not enter into or agree to any settlement of any claim for which indemnity is provided hereunder without EME's prior written consent, unless PREPA waives any indemnification by EME in respect thereof. PREPA may participate at its own expense in any defense, settlement, compromise or proceeding controlled by EME, provided that PREPA's participation does not, in the opinion of counsel appointed by EME to conduct such proceedings, interfere with such control. In the event PREPA receives any refund, reimbursement or other payment, in whole or in part, with respect to any amount paid by EME hereunder, it shall segregate the same from its own funds and immediately pay the amount so received to EME. To the extent a claim against any and all Indemnified Amounts relating to or resulting from any of PREPA for which indemnification is sought under this Section exceeds the followingmaximum indemnification amount provided for in this Section: (i) the failure of any information provided to the Purchaser with respect to Scheduled Receivables to be true and correct in all material respectsPREPA may oppose such claim without EME's consent or approval; (ii) the failure EME shall consult with and seek PREPA consent prior to finalizing any settlement or resolution in which an amount in excess of any representation or warranty or statement made or deemed made by the Seller under or in connection with this Agreement to have been true such maximum indemnification amount is payable; and correct in all material respects when made; (iii) the failure by the Seller EME and PREPA agree to comply consult and cooperate with any applicable law, rule or regulation each other in good faith with regard to any Scheduled Receivable, the related Underlying Contract, or the failure of any Scheduled Receivable or the related Underlying Contract to conform to any applicable law, rule or regulation on or prior to the relevant Purchase Date for such Scheduled Receivable; (iv) the failure to vest in the Purchaser's a valid and enforceable ownership interest, to the extent of the related Purchased Receivable, in the Scheduled Receivables, free and clear of any Lien or other adverse claim; (v) any dispute, claim, counterclaim or defense of an Eligible Obligor to the payment of any Scheduled Receivable (including a defense based on such Scheduled Receivable or the related Underlying Contract . PREPA agrees that it shall not being a legal, valid and binding obligation of such Eligible Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Scheduled Receivable or any claim resulting from the sale of the goods or services related to such Scheduled Receivable or any other transaction with such Eligible Obligor or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Scheduled Receivables or any tax deducted from the payment of a Scheduled Receivable by the Eligible Obligor thereon; (vi) any failure of the Seller to perform its duties or obligations in accordance with the terms of this Agreement (including, without limitation, failure to make any payment or deposit when due hereunder), or to perform its duties or obligations (if any) under any Underlying Contract; (vii) any breach of warranty, products liability or other claim investigation, litigation or proceeding arising out of or in connection with goods or services which are the subject of any Scheduled Receivables; (viii) the commingling of Collections of Scheduled Receivables at any time with other funds; (ix) take any investigationaction, litigation and it shall actively oppose any attempt by others, to challenge the validity or proceeding related to this Agreement or the use of proceeds of purchases or the ownership enforceability of the related Purchased Receivable or in respect of any Scheduled Receivable; limited waiver by PREPA contemplated by Section 1, so long as (xa) the occurrence of any Termination Event; (xi) in the event any Purchased Receivable is greater than 1.0 times the related Scheduled Receivables; (xii) the failure of any Scheduled Receivables to be Eligible Receivables; (xiii) the failure of the Seller to complete the sale and delivery of the goods (or the perforniance of the services, if any) which are the subject of any Scheduled Receivables; (xiv) any action or inaction of the Seller which impairs the interest of the Purchaser in any Scheduled Receivables; or (xv) any failure to pay accrued interest hereunder or under the Fee Letter when and as due. All Indemnified Amounts hereunder shall be due and payable on the date that is 10 days from the demand made therefor to the Payment Account. Any Scheduled Receivable in respect of which an Indemnified Amount is paid payment by Mission pursuant to Sections 2.9(a)(iv)Section 1 is made and is not invalidated or rescinded, and (xii), (xiiib) or (xiv) shall be deemed paid in full upon payment of the applicable Indemnified Amount and upon such payment the Seller shall be deemed EME does not breach its indemnification obligations pursuant to have repurchased any such Scheduled ReceivableSection 2.

LIMITED INDEMNITY. (a) Without limiting any other rights that the Purchaser Purchasers may have hereunder or under applicable law and except as set forth in Section 2.9(b) below, the Seller hereby agrees to indemnify each of the Indemnified Persons on demand from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any information provided to the Purchaser Purchasers with respect to Scheduled Receivables to be true and correct in all material respects; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller under or in connection with this Agreement to have been true and correct in all material respects when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with regard to any Scheduled Purchased Receivable, the related Underlying Contract, or the failure of any Scheduled Purchased Receivable or the related Underlying Contract to conform to any applicable law, rule or regulation on or prior to the relevant Purchase Date for such Scheduled Purchased Receivable; (iv) the failure to vest in the Purchaser's Purchasers a valid and enforceable ownership interest, to the extent of the related Purchased Receivable, in the Scheduled Purchased Receivables, free and clear of any Lien or other adverse claim; (v) any dispute, claim, counterclaim or defense of an Eligible Obligor to the payment of any Scheduled Purchased Receivable (including a defense based on such Scheduled Purchased Receivable or the related Underlying Contract not being a legal, valid and binding obligation of such Eligible Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Scheduled Purchased Receivable or any claim resulting from the sale of the goods or services related to such Scheduled Purchased Receivable or any other transaction with such Eligible Obligor or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Scheduled Purchased Receivables or any tax deducted from the payment of a Scheduled Purchased Receivable by the Eligible Obligor thereon; (vi) any failure of the Seller to perform its duties or obligations in accordance with the terms of this Agreement (including, without limitation, failure to make any payment or deposit when due hereunder), or to perform its duties or obligations (if any) under any Underlying Contract; (vii) any breach of warranty, products liability or other claim investigation, litigation or proceeding arising out of or in connection with goods or services which are the subject of any Scheduled Purchased Receivables; (viii) the commingling of Collections of Scheduled Purchased Receivables at any time with other funds; (ix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or the ownership of the related Purchased Receivable or in respect of any Scheduled Purchased Receivable; (x) the occurrence of any Termination Event; (xi) in the event any Purchased Receivable is greater than 1.0 times the related Scheduled Receivables; (xii) the failure of any Scheduled Purchased Receivables to be Eligible Receivables; (xiii) the failure of the Seller to complete the sale and delivery of the goods (or the perforniance performance of the services, if any) which are the subject of any Scheduled Purchased Receivables; (xiv) any action or inaction of the Seller which impairs the interest of the Purchaser Purchasers in any Scheduled Purchased Receivables; or (xv) any failure to pay accrued interest hereunder or under the Fee Letter when and as due. All Indemnified Amounts hereunder shall be due and payable on the date that is 10 days from the demand made therefor to the Payment Account. Any Scheduled Purchased Receivable in respect of which an Indemnified Amount is paid pursuant to Sections 2.9(a)(iv), (xii), (xiii) or (xiv) shall be deemed paid in full upon payment of the applicable Indemnified Amount and upon such payment the Seller shall be deemed to have repurchased any such Scheduled Purchased Receivable.