Common use of Indemnification Provisions Clause in Contracts

Indemnification Provisions. Additional Seller Indemnity Obligations: If Purchaser is entitled to receive indemnification from LP1 under the LP1 PSA with respect to (1) any representations and warranties with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries (the “Kanagi Representations”) and/or (2) any covenants contained in Article 4 of the LP1 PSA to the extent relating to the Kanagi Project Company and its Subsidiaries or the Kanagi Project (“Project Level Indemnity Obligations”) (which indemnification shall, as provided in the LP1 PSA, be determined by calculating Purchaser’s “Losses” as if LP1 had indirectly owned and sold to Purchaser both (i) the Acquired Interests (as defined in the LP1 PSA) for the Kanagi Acquisition and (ii) the Acquired Interests under this Agreement for the Kanagi Acquisition), then the aggregate amount of such indemnification payments shall be made severally and not jointly by LP1 and Seller in the following proportions: 7.66% by Seller and 92.34% by LP1; provided that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 or Seller, and each of LP1 and Seller shall remain fully liable for its own actual fraud or willful misrepresentation as and to the extent provided for in the LP1 PSA (in the case of LP1) and this Agreement (in the case of Seller). Solely in respect of the Kanagi Representations and the Project Level Indemnity Obligations, the foregoing indemnification by Seller shall be in lieu of any indemnification by Seller under Section 6.1(a)(i). The Seller shall not be entitled to any control rights under Section 6.4 with respect to any Claims relating to Project Level Indemnity Obligations with respect to the Kanagi Acquisition. Additional Purchaser Indemnity Obligations: N/A Survival Period: Until the date that is 12 months after the Closing, except for (i) the representations and warranties in Sections 2.1, 2.2, 2.3(a), 2.6 and 2.11 and any claim for any breach of any representation or warranty involving actual fraud or willful misrepresentation, which shall survive until the expiration of the relevant statute of limitations, and (ii) the representations and warranties in Section 2.9, which shall survive until the date that is 60 days after the expiration of the period, if any, during which an assessment, reassessment or other form of recognized written demand assessing liability for Tax, interest or penalties under applicable Law in respect of any taxation year to which such representations and warranties relate could be initiated (the “Survival Period”). Representations and Warranties: Pursuant to the LP1 PSA, LP1 is making the Kanagi Representations. Notwithstanding anything in this Agreement to the contrary, Seller is making no representations and warranties in Article II of this Agreement with respect to the subject matter of the Kanagi Representations, and the Kanagi Representations shall constitute the sole representations and warranties being made to Purchaser with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries in connection with the transactions contemplated hereby; provided that the foregoing limitations shall not apply to any actual fraud or willful misrepresentation by the Seller.

Indemnification Provisions. Additional Seller Indemnity Obligations: If Purchaser is entitled to receive indemnification 1.1 Indemnitor shall indemnify and hold harmless the Partnership, Petro Holdings, Petro and Petro Financial, and their respective legal representatives, successors, assigns, subsidiaries and past and present officers, directors, agents and employees, (collectively, the "Indemnified Parties") from LP1 under and against any and all claims, causes of action, liabilities, obligations, losses, costs, damages and expenses (including reasonable attorneys' fees) suffered or incurred by any of the LP1 PSA Indemnified Parties, of whatever kind, nature or character, whether arising before or after the date of this Agreement, and whether known or unknown, liquidated or unliquidated, fixed or contingent, arising from any loan, assumption, guaranty or other agreement executed by any Indemnified Party or by reason of operation of law, in connection with respect to (1) the 1997 Debt Obligations and the liabilities thereunder, including, but not limited to, the liability of any representations and warranties Indemnified Party who may be a subrogee with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries 1997 Debt Obligations (the “Kanagi Representations”) and/or "Indemnified Claims"), in an amount equal to $5,000,000, or such greater or lesser amount, as specified in paragraph 1.2, below (2) any covenants contained in Article 4 of with the LP1 PSA foregoing amount hereinafter referred to as the "Indemnified Amount"); provided, however, the indemnity and hold harmless provided hereunder shall not relieve the Indemnified Parties from making regular interest and principal payments on and otherwise satisfying all obligations with respect to the extent relating to the Kanagi Project Company and its Subsidiaries or the Kanagi Project (“Project Level Indemnity Obligations”) (which indemnification shall, as provided in the LP1 PSA, be determined by calculating Purchaser’s “Losses” as if LP1 had indirectly owned and sold to Purchaser both 1997 Debt Obligations until (i) the Acquired Interests an Event of Default or Default (as defined in the LP1 PSAinstruments giving rise to and governing the repayment of the 1997 Debt Obligations) for has occurred in connection with one or more of the Kanagi Acquisition and 1997 Debt Obligations which remains uncured and/or is not otherwise waived, (ii) all amounts owing on the Acquired Interests under this Agreement for the Kanagi Acquisition), then the aggregate amount of such indemnification payments shall be made severally 1997 Debt Obligations in default become immediately due and not jointly by LP1 and Seller in the following proportions: 7.66% by Seller and 92.34% by LP1; provided that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 or Seller, and each of LP1 and Seller shall remain fully liable for its own actual fraud or willful misrepresentation as and to the extent provided for in the LP1 PSA (in the case of LP1) and this Agreement (in the case of Seller). Solely in respect of the Kanagi Representations and the Project Level Indemnity Obligations, the foregoing indemnification by Seller shall be in lieu of any indemnification by Seller under Section 6.1(a)(i). The Seller shall not be entitled to any control rights under Section 6.4 with respect to any Claims relating to Project Level Indemnity Obligations with respect to the Kanagi Acquisition. Additional Purchaser Indemnity Obligations: N/A Survival Period: Until the date that is 12 months after the Closing, except for (i) the representations and warranties in Sections 2.1, 2.2, 2.3(a), 2.6 and 2.11 and any claim for any breach of any representation or warranty involving actual fraud or willful misrepresentation, which shall survive until the expiration of the relevant statute of limitationspayable, and (iiiii) the representations all real and warranties in Section 2.9, which shall survive until the date that is 60 days after the expiration of the periodpersonal property, if any, during which an assessment, reassessment liable for or other form securing the 1997 Debt Obligations in default has been exhausted or otherwise disposed of recognized written demand assessing liability for Tax, interest or penalties under applicable Law in respect of any taxation year to which such representations and warranties relate could satisfy the 1997 Debt Obligations. The Indemnified Amount payable hereunder shall be initiated (the “Survival Period”). Representations and Warranties: Pursuant paid to the LP1 PSA, LP1 is making Indemnified Parties proportionately based on the Kanagi Representations. Notwithstanding anything in this Agreement to the contrary, Seller is making no representations and warranties in Article II of this Agreement with respect to the subject matter Indemnified Claims incurred by each of the Kanagi Representations, and Indemnified Parties over the Kanagi Representations shall constitute total Indemnified Claims incurred by all of the sole representations and warranties being made to Purchaser with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries in connection with the transactions contemplated hereby; provided that the foregoing limitations shall not apply to any actual fraud or willful misrepresentation by the SellerIndemnified Parties.

Indemnification Provisions. Additional Seller Indemnity Obligations: If From the Closing Date to December 31, 2019, Seller agrees to indemnify Purchaser is entitled to receive indemnification and each of Purchaser’s successors and assigns in respect of, and hold each of them harmless from LP1 under and against, any Losses suffered by Purchaser as a result of the LP1 PSA with respect to (1) any representations and warranties with respect to Realized Basis exceeding the Kanagi Project and the Kanagi Project Company and its Subsidiaries Assumed Basis (the “Kanagi RepresentationsBasis Indemnity”) and/or the Actual Curtailment exceeding the Assumed Curtailment (2) any covenants contained the “Curtailment Indemnity”), in Article 4 of each case that may occur during the LP1 PSA to the extent relating to the Kanagi Project Company Scheduled Outages and its Subsidiaries or the Kanagi Project (“Project Level Indemnity Obligations”) (which indemnification shall, as provided calculated in the LP1 PSA, be determined by calculating Purchaser’s “Losses” as if LP1 had indirectly owned and sold to Purchaser both (i) the Acquired Interests (as defined in the LP1 PSA) for the Kanagi Acquisition and (ii) the Acquired Interests under this Agreement for the Kanagi Acquisition), then the aggregate amount of such indemnification payments shall be made severally and not jointly by LP1 and Seller in the following proportions: 7.66% by Seller and 92.34% by LP1; provided that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 or Seller, and each of LP1 and Seller shall remain fully liable for its own actual fraud or willful misrepresentation as and to the extent provided for in the LP1 PSA (in applicable manner described below. In the case of LP1) the Basis Indemnity, if the Realized Basis during the period the transmission lines were not operational exceeds the Assumed Basis for such period, the Seller shall pay to the Purchaser an amount equal to 39.69% of the positive difference between the Realized Basis and this Agreement (in the Assumed Basis, multiplied by actual metered production that occurred during the period the transmission lines were not operational. In the case of Seller). Solely in respect the Curtailment Indemnity, if the Actual Curtailment during the period the transmission lines were not operational exceeds the Assumed Curtailment for such period, the Seller shall pay to the Purchaser an amount equal to 39.69% of the Kanagi Representations positive difference between the Actual Curtailment and the Project Level Assumed Curtailment, multiplied by the Curtailed Period Lost Opportunity Price. Notwithstanding the foregoing, in no event shall the total indemnity payments made by the Seller to the Purchaser pursuant to the Basis Indemnity Obligationsand the Curtailment Indemnity exceed $5 million in the aggregate. For greater certainty, the foregoing indemnification by Seller shall be indemnities are not subject to the limitations contained in lieu of any indemnification by Seller under Section 6.1(a)(iSections 6.2(a) or 6.2(b)(i). The Seller shall not be entitled to any control rights under Section 6.4 with respect to any Claims relating to Project Level Indemnity Obligations with respect to the Kanagi Acquisition. Additional Purchaser Indemnity Obligations: N/A Survival Period: Until the date that is 12 months after the Closing, except for (i) the representations and warranties in Sections 2.1, 2.2, 2.3(a), 2.6 and 2.11 and any claim for any breach of any representation or warranty involving actual fraud or willful misrepresentation, which shall survive until the expiration of the relevant statute of limitations, and (ii) the representations and warranties in Section 2.9, which shall survive until the date that is 60 days after the expiration of the period, if any, during which an assessment, reassessment or other form of recognized written demand assessing liability for Tax, interest or penalties under applicable Law in respect of any taxation year to which such representations and warranties relate could be initiated (the “Survival Period”). Representations and Warranties: Pursuant to the LP1 PSA, LP1 is making the Kanagi Representations. Notwithstanding anything in this Agreement to the contrary, Seller is making no representations and warranties in Article II of this Agreement with respect to the subject matter of the Kanagi Representations, and the Kanagi Representations shall constitute the sole representations and warranties being made to Purchaser with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries in connection with the transactions contemplated hereby; provided that the foregoing limitations shall not apply to any actual fraud or willful misrepresentation by the Seller.

Indemnification Provisions. Additional Subject to the limitations set forth in Section 9.4, Seller Indemnity Obligationsshall be obligated to indemnify and hold harmless Buyer and its respective successors and assigns, Affiliates and agents, attorneys, officers and directors, trustees and other representatives and each other Person, if any, controlling such person (each a “Buyer Indemnified Person”) from and against all Liability or Adverse Consequences, to which such Buyer Indemnified Person may become subject as a result of, or based upon or arising out of, directly or indirectly: If Purchaser is entitled any inaccuracy in, breach or nonperformance of, any of the representations, warranties, covenants or agreements made by Seller in or pursuant to receive indemnification this Agreement or other Transaction Agreements (for avoidance of doubt, without regard to any Supplemental Information); acts or omissions of Seller or its predecessors prior to the Effective Date; claims under any Environmental Laws arising from LP1 any activity of Seller or any of its predecessors prior to the Effective Date; claims under ERISA (including claims by the LP1 PSA with respect Pension Benefit Guaranty Corporation) or under any other Law affecting employee benefits or for any pension or welfare benefits incurred prior to (1) any representations and warranties the Closing Date; Seller’s ownership or operation of the University and/or Acquired Assets prior to the Effective Date other than with respect to the Kanagi Project Assumed Liabilities; claims under Title IV arising for conduct of Seller prior to the Effective Date; the Excluded Assets or the Excluded Liabilities; the Excluded SFLS Liabilities and the Kanagi Project Company Excluded FVSAI Liabilities; any Working Capital Adjustment pursuant to Section 2.6; and its Subsidiaries (the “Kanagi Representations”) and/or (2) any covenants contained in Article 4 of the LP1 PSA Third Party Litigation with respect to such Buyer Indemnified Person, to the extent relating related to the Kanagi Project Company and its Subsidiaries or the Kanagi Project (“Project Level Indemnity Obligations”) (which indemnification shall, as provided in the LP1 PSA, be determined by calculating Purchaser’s “Losses” as if LP1 had indirectly owned and sold period prior to Purchaser both (i) the Acquired Interests (as defined in the LP1 PSA) for the Kanagi Acquisition and (ii) the Acquired Interests under this Agreement for the Kanagi Acquisition), then the aggregate amount of such indemnification payments shall be made severally and not jointly by LP1 and Seller in the following proportions: 7.66% by Seller and 92.34% by LP1; provided that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 or Seller, and each of LP1 and Seller shall remain fully liable for its own actual fraud or willful misrepresentation as and to the extent provided for in the LP1 PSA (in the case of LP1) and this Agreement (in the case of Seller). Solely in respect of the Kanagi Representations and the Project Level Indemnity Obligations, the foregoing indemnification by Seller shall be in lieu of any indemnification by Seller under Section 6.1(a)(i). The Seller shall not be entitled to any control rights under Section 6.4 with respect to any Claims relating to Project Level Indemnity Obligations with respect to the Kanagi Acquisition. Additional Purchaser Indemnity Obligations: N/A Survival Period: Until the date that is 12 months after the Closing, except for (i) arising out of or in connection with the representations and warranties in Sections 2.1Acquired Assets, 2.2, 2.3(a), 2.6 and 2.11 and any claim for any breach of any representation the Assumed Liabilities or warranty involving actual fraud or willful misrepresentation, which shall survive until the expiration operation of the relevant statute of limitationsUniversity, including without limitation, reasonable attorney’s fees and (ii) other expenses. Subject to the representations and warranties limitations set forth in Section 2.99.4, which Buyer shall survive until the date that is 60 days after the expiration of the periodbe obligated to indemnify and hold harmless Seller and its respective successors and assigns, Affiliates and agents, attorneys, officers and directors, employees and other representatives and each other Person, if any, during controlling such person (each a “Seller Indemnified Person”) from and against all Liability or Adverse Consequences, to which an assessmentSeller , reassessment Indemnified Person may become subject as a result of, or based upon or arising out of, directly or indirectly: any inaccuracy in, breach or nonperformance of, any of the representations, warranties, covenants or agreements made by Buyer in or pursuant to this Agreement or other form of recognized written demand assessing liability for Tax, interest or penalties under applicable Law in respect of any taxation year to which such representations Transaction Agreements; and warranties relate could be initiated (the “Survival Period”). Representations and Warranties: Pursuant to the LP1 PSA, LP1 is making the Kanagi Representations. Notwithstanding anything in this Agreement to the contrary, Seller is making no representations and warranties in Article II of this Agreement Third Party Litigation with respect to the subject matter of the Kanagi RepresentationsBuyer, and the Kanagi Representations shall constitute the sole representations and warranties being made to Purchaser with respect to the Kanagi Project and extent related to the Kanagi Project Company and its Subsidiaries period subsequent to the Closing, arising out of or in connection with the transactions contemplated hereby; provided that Acquired Assets, the foregoing limitations shall not apply to any actual fraud Assumed Liabilities or willful misrepresentation by the Selleroperation of the University, including without limitation, reasonable attorney’s fees and other expenses.

Indemnification Provisions. Additional Seller Indemnity Obligations: If Purchaser is entitled to receive indemnification 1.1 Indemnitor shall indemnify and hold harmless the Partnership, Petro Holdings, Petro and Petro Financial, and their respective legal representatives, successors, assigns, subsidiaries and past and present officers, directors, agents and employees, (collectively, the "Indemnified Parties") from LP1 under and against any and all claims, causes of action, liabilities, obligations, losses, costs, damages and expenses (including reasonable attorneys' fees) suffered or incurred by any of the LP1 PSA Indemnified Parties, of whatever kind, nature or character, whether arising before or after the date of this Agreement, and whether known or unknown, liquidated or unliquidated, fixed or contingent, arising from any loan, assumption, guaranty or other agreement executed by any Indemnified Party or by reason of operation of law, in connection with respect to (1) the 1997 Debt Obligations and the liabilities thereunder, including, but not limited to, the liability of any representations and warranties Indemnified Party who may be a subrogee with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries 1997 Debt Obligations (the “Kanagi Representations”) and/or "Indemnified Claims"), in an amount equal to $1,900,000, or such greater or lesser amount, as specified in paragraph 1.2, below (2) any covenants contained in Article 4 of with the LP1 PSA foregoing amount hereinafter referred to as the "Indemnified Amount"); provided, however, the indemnity and hold harmless provided hereunder shall not relieve the Indemnified Parties from making regular interest and principal payments on and otherwise satisfying all obligations with respect to the extent relating to the Kanagi Project Company and its Subsidiaries or the Kanagi Project (“Project Level Indemnity Obligations”) (which indemnification shall, as provided in the LP1 PSA, be determined by calculating Purchaser’s “Losses” as if LP1 had indirectly owned and sold to Purchaser both 1997 Debt Obligations until (i) the Acquired Interests an Event of Default or Default (as defined in the LP1 PSAinstruments giving rise to and governing the repayment of the 1997 Debt Obligations) for has occurred in connection with one or more of the Kanagi Acquisition and 1997 Debt Obligations which remains uncured and/or is not otherwise waived, (ii) all amounts owing on the Acquired Interests under this Agreement for the Kanagi Acquisition), then the aggregate amount of such indemnification payments shall be made severally 1997 Debt Obligations in default become immediately due and not jointly by LP1 and Seller in the following proportions: 7.66% by Seller and 92.34% by LP1; provided that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 or Seller, and each of LP1 and Seller shall remain fully liable for its own actual fraud or willful misrepresentation as and to the extent provided for in the LP1 PSA (in the case of LP1) and this Agreement (in the case of Seller). Solely in respect of the Kanagi Representations and the Project Level Indemnity Obligations, the foregoing indemnification by Seller shall be in lieu of any indemnification by Seller under Section 6.1(a)(i). The Seller shall not be entitled to any control rights under Section 6.4 with respect to any Claims relating to Project Level Indemnity Obligations with respect to the Kanagi Acquisition. Additional Purchaser Indemnity Obligations: N/A Survival Period: Until the date that is 12 months after the Closing, except for (i) the representations and warranties in Sections 2.1, 2.2, 2.3(a), 2.6 and 2.11 and any claim for any breach of any representation or warranty involving actual fraud or willful misrepresentation, which shall survive until the expiration of the relevant statute of limitationspayable, and (iiiii) the representations all real and warranties in Section 2.9, which shall survive until the date that is 60 days after the expiration of the periodpersonal property, if any, during which an assessment, reassessment liable for or other form securing the 1997 Debt Obligations in default has been exhausted or otherwise disposed of recognized written demand assessing liability for Tax, interest or penalties under applicable Law in respect of any taxation year to which such representations and warranties relate could satisfy the 1997 Debt Obligations. The Indemnified Amount payable hereunder shall be initiated (the “Survival Period”). Representations and Warranties: Pursuant paid to the LP1 PSA, LP1 is making Indemnified Parties proportionately based on the Kanagi Representations. Notwithstanding anything in this Agreement to the contrary, Seller is making no representations and warranties in Article II of this Agreement with respect to the subject matter Indemnified Claims incurred by each of the Kanagi Representations, and Indemnified Parties over the Kanagi Representations shall constitute total Indemnified Claims incurred by all of the sole representations and warranties being made to Purchaser with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries in connection with the transactions contemplated hereby; provided that the foregoing limitations shall not apply to any actual fraud or willful misrepresentation by the SellerIndemnified Parties.

Indemnification Provisions. Additional Seller Indemnity Obligations: If The Seller agrees to indemnify each Purchaser is entitled to receive indemnification Indemnified Party, in respect of, and hold each harmless from LP1 under the LP1 PSA and against any Loss suffered by such Purchaser Indemnified Party (including a Purchaser Indemnified Party’s proportionate share of any Loss suffered by Project Company) in connection with respect to (1i) any representations and warranties with respect Person claiming breach of Environmental Law or (ii) any action taken by a Governmental Authority against the Wind Project including, without limitation, any action taken by a Person related to groundwater contamination at or adjacent to the Kanagi Wind Project and the Kanagi Project Company and its Subsidiaries (the “Kanagi RepresentationsSpecial Indemnity”), provided that, notwithstanding anything to the contrary in this Appendix B or the Agreement: (a) and/or the Special Indemnity shall not include any action by a Governmental Authority which is the result of a change in Law or a regulatory decision of general application that would apply to all or substantially all of the utility-scale renewable wind assets operating in Ontario; (2b) the Special Indemnity shall only apply and is limited to Losses arising from (i) any covenants contained action taken by a Person (including, for certainty, a Governmental Authority) within 12 months following the Closing Date (by way of example and not limitation, the introduction of legislation, the filing of a claim in Article 4 a court of competent jurisdiction or the LP1 PSA commencement of a proceeding at the Environmental Review Tribunal), or (ii) any amendment, termination, modification, revocation, suspension or other adverse change to the extent relating to PPA or any Permit which is implemented by a Governmental Authority within 12 months following the Kanagi Project Company and its Subsidiaries or the Kanagi Project (“Project Level Indemnity Obligations”) (which indemnification shallClosing Date, as provided in the LP1 PSA, be determined by calculating Purchaser’s “Losses” as if LP1 had indirectly owned and sold to Purchaser case of both (i) the Acquired Interests (as defined in the LP1 PSA) for the Kanagi Acquisition and (ii) the Acquired Interests under this Agreement for the Kanagi Acquisition), then the aggregate amount of such indemnification payments shall be made severally if and not jointly by LP1 and Seller in the following proportions: 7.66% by Seller and 92.34% by LP1; provided that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 or Seller, and each of LP1 and Seller shall remain fully liable for its own actual fraud or willful misrepresentation as and only to the extent provided such Loss is incurred or becomes quantifiable within the 12 months following the Closing Date; (c) any recovery under the Special Indemnity will only be available to the extent the actual costs incurred in dealing with the action taken by a Person (including, for certainty, a Governmental Authority) that gave rise to the Loss exceed amounts budgeted in the LP1 PSA Financial Model or other contingencies or reserves established to deal with such action; and (d) the maximum liability of the Seller pursuant to the Special Indemnity shall be capped at $5 million in the case aggregate (for the avoidance of LP1) and this Agreement (in the case of Seller). Solely in respect doubt, any liability of the Kanagi Representations and Seller pursuant to the Project Level Special Indemnity Obligations, the foregoing indemnification by Seller shall be in lieu of any indemnification by Seller under Section 6.1(a)(i). The Seller shall not be entitled included in the calculation of the Seller’s maximum aggregate liability pursuant to Section 6.2(b)(i)).The deadline for making a claim under this Special Indemnity shall be 14 calendar days following the end of the 12-month period following the Closing Date. Section 6.7 of the Agreement applies, mutatis mutandis, to any control rights claim under this Special Indemnity. Section 6.4 with respect 6.2(a) of the Agreement applies, mutatis mutandis, to any claim under this Special Indemnity, provided that amounts for which the Seller would otherwise be liable under this Special Indemnity shall be aggregated with the amount of all Claims relating for which it would, in the absence of Section 6.2(a), be liable under Article 6 for purposes of calculating whether the Basket Amount has been exceeded. Seller, on behalf of Riverstone/Carlyle Renewable and Alternative Energy Fund II, L.P., a Delaware limited partnership, and Purchaser will deliver to Project Level Indemnity Obligations with respect to each other party at Closing an executed copy of the Kanagi Acquisition. Limited Guaranty, in the form attached as Appendix F. Additional Purchaser Indemnity Obligations: N/A Not applicable Survival Period: Until the date that is 12 months after the Closing, except for (i) the representations and warranties in Sections 2.1, 2.2, 2.3(a), 2.6 and 2.11 and any claim for any breach of any representation or warranty involving actual fraud or willful misrepresentation, which shall survive until the expiration of the relevant statute of limitations, (ii) the representation and warranty in Section 2.18 with respect to the Indebtedness of the Project Company, the General Partner and their respective Subsidiaries, which shall survive until the date that is the later of: (A) 6 months after the Closing; and (iiB) 3 months following the completion of the Project Company's first annual audited financial statements, and (iii) the representations and warranties in Section 2.9, which shall survive until the date that is 60 days after the expiration of the period, if any, during which an assessment, reassessment or other form of recognized written demand assessing liability for Tax, interest or penalties under applicable Law in respect of any taxation year to which such representations and warranties relate could be initiated issued to the Project Company (the “Survival Period”). Representations and Warranties: Pursuant to the LP1 PSA, LP1 is making the Kanagi Representations. Notwithstanding anything in this Agreement to the contrary, Seller is making no representations and warranties in Article II of this Agreement with respect to the subject matter of the Kanagi Representations, and the Kanagi Representations shall constitute the sole representations and warranties being made to Purchaser with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries in connection with the transactions contemplated hereby; provided that the foregoing limitations shall not apply to any actual fraud or willful misrepresentation by the Seller.

Indemnification Provisions. Additional Seller Indemnity Obligations: If The Seller agrees to indemnify each Purchaser is entitled to receive indemnification Indemnified Party, in respect of, and hold each harmless from LP1 under the LP1 PSA and against any Loss suffered by such Purchaser Indemnified Party (including a Purchaser Indemnified Party’s proportionate share of any Loss suffered by Project Company) in connection with respect to (1i) any representations and warranties with respect Person claiming breach of Environmental Law or (ii) any action taken by a Governmental Authority against the Wind Project including, without limitation, any action taken by a Person related to groundwater contamination at or adjacent to the Kanagi Wind Project and the Kanagi Project Company and its Subsidiaries (the “Kanagi RepresentationsSpecial Indemnity”), provided that, notwithstanding anything to the contrary in this Appendix B or the Agreement: (a) and/or the Special Indemnity shall not include any action by a Governmental Authority which is the result of a change in Law or a regulatory decision of general application that would apply to all or substantially all of the utility-scale renewable wind assets operating in Ontario; (2b) the Special Indemnity shall only apply and is limited to Losses arising from (i) any covenants contained action taken by a Person (including, for certainty, a Governmental Authority) within 12 months following the Closing Date (by way of example and not limitation, the introduction of legislation, the filing of a claim in Article 4 a court of competent jurisdiction or the LP1 PSA commencement of a proceeding at the Environmental Review Tribunal), or (ii) any amendment, termination, modification, revocation, suspension or other adverse change to the extent relating to PPA or any Permit which is implemented by a Governmental Authority within 12 months following the Kanagi Project Company and its Subsidiaries or the Kanagi Project (“Project Level Indemnity Obligations”) (which indemnification shallClosing Date, as provided in the LP1 PSA, be determined by calculating Purchaser’s “Losses” as if LP1 had indirectly owned and sold to Purchaser case of both (i) the Acquired Interests (as defined in the LP1 PSA) for the Kanagi Acquisition and (ii) the Acquired Interests under this Agreement for the Kanagi Acquisition), then the aggregate amount of such indemnification payments shall be made severally if and not jointly by LP1 and Seller in the following proportions: 7.66% by Seller and 92.34% by LP1; provided that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 or Seller, and each of LP1 and Seller shall remain fully liable for its own actual fraud or willful misrepresentation as and only to the extent provided such Loss is incurred or becomes quantifiable within the 12 months following the Closing Date; (c) any recovery under the Special Indemnity will only be available to the extent the actual costs incurred in dealing with the action taken by a Person (including, for certainty, a Governmental Authority) that gave rise to the Loss exceed amounts budgeted in the LP1 PSA Financial Model or other contingencies or reserves established to deal with such action; and (d) the maximum liability of the Seller pursuant to the Special Indemnity shall be capped at $5 million in the case aggregate (for the avoidance of LP1) and this Agreement (doubt, any liability of the Seller pursuant to the Special Indemnity shall not be included in the case of Seller). Solely in respect calculation of the Kanagi Representations and the Project Level Indemnity Obligations, the foregoing indemnification by Seller shall be in lieu of any indemnification by Seller under Seller’s maximum aggregate liability pursuant to Section 6.1(a)(i6.2(b)(i)). The Seller deadline for making a claim under this Special Indemnity shall not be entitled 14 calendar days following the end of the 12-month period following the Closing Date. Section 6.7 of the Agreement applies, mutatis mutandis, to any control rights claim under this Special Indemnity. Section 6.4 with respect 6.2(a) of the Agreement applies, mutatis mutandis, to any claim under this Special Indemnity, provided that amounts for which the Seller would otherwise be liable under this Special Indemnity shall be aggregated with the amount of all Claims relating for which it would, in the absence of Section 6.2(a), be liable under Article 6 for purposes of calculating whether the Basket Amount has been exceeded. App. B - 3 Seller, on behalf of Riverstone/Xxxxxxx Xxxxxxxxx and Alternative Energy Fund II, L.P., a Delaware limited partnership, and Purchaser will deliver to Project Level Indemnity Obligations with respect to each other party at Closing an executed copy of the Kanagi Acquisition. Limited Guaranty, in the form attached as Appendix F. Additional Purchaser Indemnity Obligations: N/A Not applicable Survival Period: Until the date that is 12 months after the Closing, except for (i) the representations and warranties in Sections 2.1, 2.2, 2.3(a), 2.6 and 2.11 and any claim for any breach of any representation or warranty involving actual fraud or willful misrepresentation, which shall survive until the expiration of the relevant statute of limitations, (ii) the representation and warranty in Section 2.18 with respect to the Indebtedness of the Project Company, the General Partner and their respective Subsidiaries, which shall survive until the date that is the later of: (A) 6 months after the Closing; and (iiB) 3 months following the completion of the Project Company's first annual audited financial statements, and (iii) the representations and warranties in Section 2.9, which shall survive until the date that is 60 days after the expiration of the period, if any, during which an assessment, reassessment or other form of recognized written demand assessing liability for Tax, interest or penalties under applicable Law in respect of any taxation year to which such representations and warranties relate could be initiated issued to the Project Company (the “Survival Period”). Representations and Warranties: Pursuant to the LP1 PSA, LP1 is making the Kanagi Representations. Notwithstanding anything in this Agreement to the contrary, Seller is making no representations and warranties in Article II of this Agreement with respect to the subject matter of the Kanagi Representations, and the Kanagi Representations shall constitute the sole representations and warranties being made to Purchaser with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries in connection with the transactions contemplated hereby; provided that the foregoing limitations shall not apply to any actual fraud or willful misrepresentation by the Seller.

Indemnification Provisions. Additional Seller Indemnity Obligations: If Purchaser is entitled to receive indemnification from LP1 under the LP1 PSA with respect to (1) any certain representations and warranties with respect to the Kanagi Ohorayama Project and the Kanagi Ohorayama Project Company and its Subsidiaries (the “Kanagi Ohorayama Representations”) and/or (2) any covenants contained in Article 4 of the LP1 PSA to the extent relating to the Kanagi Ohorayama Project Company and its Subsidiaries or the Kanagi Project (“Project Level Indemnity Obligations”) (which indemnification shall, as provided in the LP1 PSA, be determined by calculating Purchaser’s “Losses” as if LP1 had indirectly owned and sold to Purchaser both (i) the Acquired Interests (as defined in the LP1 PSA) for relating to the Kanagi Ohorayama Acquisition and (ii) the Acquired Interests under this Agreement for relating to the Kanagi Ohorayama Acquisition), then the aggregate amount of such indemnification payments shall be made severally and not jointly by LP1 and Seller in the following proportions: 7.665.01% by Seller and 92.3494.99% by LP1; provided that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 or Seller, and each of LP1 and Seller shall remain fully liable for its own actual fraud or willful misrepresentation as and to the extent provided for in the LP1 PSA (in the case of LP1) and this Agreement (in the case of Seller). Solely in respect of the Kanagi Ohorayama Representations and the Project Level Indemnity Obligations, the foregoing indemnification by Seller shall be in lieu of any indemnification by Seller under Section 6.1(a)(i). The Seller shall not be entitled to any control rights under Section 6.4 of this Agreement with respect to any Claims relating to any Project Level Indemnity Obligations with respect relating to the Kanagi Ohorayama Acquisition. Additional Purchaser Indemnity Obligations: N/A None Survival Period: Until the date that is 12 months after the Closing, except for (i) the representations and warranties in Sections 2.1, 2.2, 2.3(a), 2.6 and 2.11 and any claim for any breach of any representation or warranty involving actual fraud or willful misrepresentation, which shall survive until the expiration of the relevant statute of limitations, (ii) the representation and warranty in Section 2.18 with respect to the Indebtedness of HoldCo and its Subsidiaries, which shall survive until the date that is the later of: (A) 6 months after the Closing; and (iiB) 3 months following the completion of the Project Company's first annual audited financial statements for a fiscal year ending after the Closing, and (iii) the representations and warranties in Section 2.9, which shall survive until the date that is 60 days after the expiration of the period, if any, during which an assessment, reassessment or other form of recognized written demand assessing liability for Tax, interest or penalties under applicable Law in respect of any taxation year to which such representations and warranties relate could be initiated issued to HoldCo or any of its Subsidiaries (the “Survival Period”). Representations and Warranties: Pursuant to the LP1 PSA, LP1 is making the Kanagi Representations. Notwithstanding anything in this Agreement to the contrary, Seller is making no representations and warranties in Article II of this Agreement with respect to the subject matter of the Kanagi Representations, and the Kanagi Representations shall constitute the sole representations and warranties being made to Purchaser with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries in connection with the transactions contemplated hereby; provided that the foregoing limitations shall not apply to any actual fraud or willful misrepresentation by the Seller.

Indemnification Provisions. Additional Seller Indemnity Obligations: If Purchaser is entitled to receive indemnification 1.1 Indemnitor shall indemnify and hold harmless the Partnership, Petro Holdings, Petro and Petro Financial, and their respective legal representatives, successors, assigns, subsidiaries and past and present officers, directors, agents and employees, (collectively, the "Indemnified Parties") from LP1 under and against any and all claims, causes of action, liabilities, obligations, losses, costs, damages and expenses (including reasonable attorneys' fees) suffered or incurred by any of the LP1 PSA Indemnified Parties, of whatever kind, nature or character, whether arising before or after the date of this Agreement, and whether known or unknown, liquidated or unliquidated, fixed or contingent, arising from any loan, assumption, guaranty or other agreement executed by any Indemnified Party or by reason of operation of law, in connection with respect to (1) the 1997 Debt Obligations and the liabilities thereunder, including, but not limited to, the liability of any representations and warranties Indemnified Party who may be a subrogee with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries 1997 Debt Obligations (the “Kanagi Representations”) and/or "Indemnified Claims"), in an amount equal to $41,600,000, or such greater or lesser amount, as specified in paragraph 1.2, below (2) any covenants contained in Article 4 of with the LP1 PSA foregoing amount hereinafter referred to as the "Indemnified Amount"); provided, however, the indemnity and hold harmless provided hereunder shall not relieve the Indemnified Parties from making regular interest and principal payments on and otherwise satisfying all obligations with respect to the extent relating to the Kanagi Project Company and its Subsidiaries or the Kanagi Project (“Project Level Indemnity Obligations”) (which indemnification shall, as provided in the LP1 PSA, be determined by calculating Purchaser’s “Losses” as if LP1 had indirectly owned and sold to Purchaser both 1997 Debt Obligations until (i) the Acquired Interests an Event of Default or Default (as defined in the LP1 PSAinstruments giving rise to and governing the repayment of the 1997 Debt Obligations) for has occurred in connection with one or more of the Kanagi Acquisition and 1997 Debt Obligations which remains uncured and/or is not otherwise waived, (ii) all amounts owing on the Acquired Interests under this Agreement for the Kanagi Acquisition), then the aggregate amount of such indemnification payments shall be made severally 1997 Debt Obligations in default become immediately due and not jointly by LP1 and Seller in the following proportions: 7.66% by Seller and 92.34% by LP1; provided that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 or Seller, and each of LP1 and Seller shall remain fully liable for its own actual fraud or willful misrepresentation as and to the extent provided for in the LP1 PSA (in the case of LP1) and this Agreement (in the case of Seller). Solely in respect of the Kanagi Representations and the Project Level Indemnity Obligations, the foregoing indemnification by Seller shall be in lieu of any indemnification by Seller under Section 6.1(a)(i). The Seller shall not be entitled to any control rights under Section 6.4 with respect to any Claims relating to Project Level Indemnity Obligations with respect to the Kanagi Acquisition. Additional Purchaser Indemnity Obligations: N/A Survival Period: Until the date that is 12 months after the Closing, except for (i) the representations and warranties in Sections 2.1, 2.2, 2.3(a), 2.6 and 2.11 and any claim for any breach of any representation or warranty involving actual fraud or willful misrepresentation, which shall survive until the expiration of the relevant statute of limitationspayable, and (iiiii) the representations all real and warranties in Section 2.9, which shall survive until the date that is 60 days after the expiration of the periodpersonal property, if any, during which an assessment, reassessment liable for or other form securing the 1997 Debt Obligations in default has been exhausted or otherwise disposed of recognized written demand assessing liability for Tax, interest or penalties under applicable Law in respect of any taxation year to which such representations and warranties relate could satisfy the 1997 Debt Obligations. The Indemnified Amount payable hereunder shall be initiated (the “Survival Period”). Representations and Warranties: Pursuant paid to the LP1 PSA, LP1 is making Indemnified Parties proportionately based on the Kanagi Representations. Notwithstanding anything in this Agreement to the contrary, Seller is making no representations and warranties in Article II of this Agreement with respect to the subject matter Indemnified Claims incurred by each of the Kanagi Representations, and Indemnified Parties over the Kanagi Representations shall constitute total Indemnified Claims incurred by all of the sole representations and warranties being made to Purchaser with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries in connection with the transactions contemplated hereby; provided that the foregoing limitations shall not apply to any actual fraud or willful misrepresentation by the SellerIndemnified Parties.

Indemnification Provisions. Additional (a) Seller Indemnity Obligations: If Purchaser is entitled hereby indemnifies Buyer against and agrees to receive indemnification hold it harmless from LP1 under the LP1 PSA with respect to (1i) any representations Taxes (other than transfer Taxes, which are specifically addressed in Section 8.03 hereof) of any Acquired Company or the Subsidiary relating to any and warranties with respect all Pre-Closing Tax Periods; (ii) any Taxes resulting from, arising out of, based on or relating to the Kanagi Project Section 338(h)(10) Election (for the avoidance of doubt, Taxes for this purpose shall not include any reduction in any Tax Asset (or increase in Taxes as a result of such reduction) of Buyer or any of its Affiliates as a result of a redetermination of the Aggregate Deemed Sales Price agreed to by Buyer and the Kanagi Project Company and its Subsidiaries Seller or pursuant to a Final Determination); (the “Kanagi Representations”) and/or (2iii) any covenants contained in Article 4 Taxes resulting from, arising out of, based on or relating to, the transactions contemplated by this Agreement as a result of Seller failing to pay any such Taxes for which the Seller has primary liability; (iv) any Taxes of an Acquired Company or of the LP1 PSA Subsidiary resulting from a breach of the representations in Section 8.01 hereof; and (v) liabilities, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Tax described in the foregoing clauses (i), (ii), (iii) and (iv), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer, any of its Affiliates or, effective upon the Closing, any Acquired Company or the Subsidiary; provided, however, that Seller shall be obligated to make payments to Buyer pursuant to this Section 8.06(a) only to the extent relating that the amount that would otherwise be payable by Seller pursuant to the Kanagi Project this Section 8.06(a) in respect of any Acquired Company and its Subsidiaries or the Kanagi Project Subsidiary (“Project Level Indemnity Obligations”notwithstanding this proviso) (which indemnification shall, as provided in the LP1 PSA, be determined by calculating Purchaser’s “Losses” as if LP1 had indirectly owned and sold to Purchaser both (i) the Acquired Interests (as defined in the LP1 PSA) for the Kanagi Acquisition and (ii) the Acquired Interests under this Agreement for the Kanagi Acquisition), then exceeds the aggregate amount of such indemnification payments shall be made severally and not jointly by LP1 and Seller in the following proportions: 7.66% by Seller and 92.34% by LP1; provided that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 or Seller, and each of LP1 and Seller shall remain fully liable provisions for its own actual fraud or willful misrepresentation Taxes reflected on Exhibit B as and to the extent provided for in the LP1 PSA (in the case of LP1) and this Agreement (in the case of Seller). Solely in respect of the Kanagi Representations and the Project Level Indemnity Obligations, the foregoing indemnification by Seller shall be in lieu of any indemnification by Seller under Section 6.1(a)(i). The Seller shall not be entitled Closing Date attributable to any control rights under Section 6.4 with respect to any Claims relating to Project Level Indemnity Obligations with respect to the Kanagi Acquisition. Additional Purchaser Indemnity Obligations: N/A Survival Period: Until the date that is 12 months after the Closing, except for (i) the representations and warranties in Sections 2.1, 2.2, 2.3(a), 2.6 and 2.11 and any claim for any breach of any representation Acquired Company or warranty involving actual fraud or willful misrepresentation, which shall survive until the expiration of the relevant statute of limitations, and (ii) the representations and warranties in Section 2.9, which shall survive until the date that is 60 days after the expiration of the period, if any, during which an assessment, reassessment or other form of recognized written demand assessing liability for Tax, interest or penalties under applicable Law in respect of any taxation year to which such representations and warranties relate could be initiated (the “Survival Period”). Representations and Warranties: Pursuant to the LP1 PSA, LP1 is making the Kanagi Representations. Notwithstanding anything in this Agreement to the contrary, Seller is making no representations and warranties in Article II of this Agreement with respect to the subject matter of the Kanagi Representations, and the Kanagi Representations shall constitute the sole representations and warranties being made to Purchaser with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries in connection with the transactions contemplated hereby; provided that the foregoing limitations shall not apply to any actual fraud or willful misrepresentation by the SellerSubsidiary.

Indemnification Provisions. Additional Seller Indemnity Obligations: If Purchaser is entitled to receive indemnification 1.1 Indemnitor shall indemnify and hold harmless the Partnership, Petro Holdings, Petro and Petro Financial, and their respective legal representatives, successors, assigns, subsidiaries and past and present officers, directors, agents and employees, (collectively, the "Indemnified Parties") from LP1 under and against any and all claims, causes of action, liabilities, obligations, losses, costs, damages and expenses (including reasonable attorneys' fees) suffered or incurred by any of the LP1 PSA Indemnified Parties, of whatever kind, nature or character, whether arising before or after the date of this Agreement, and whether known or unknown, liquidated or unliquidated, fixed or contingent, arising from any loan, assumption, guaranty or other agreement executed by any Indemnified Party or by reason of operation of law, in connection with respect to (1) the 1997 Debt Obligations and the liabilities thereunder, including, but not limited to, the liability of any representations and warranties Indemnified Party who may be a subrogee with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries 1997 Debt Obligations (the “Kanagi Representations”) and/or "Indemnified Claims"), in an amount equal to $800,000, or such greater or lesser amount, as specified in paragraph 1.2, below (2) any covenants contained in Article 4 of with the LP1 PSA foregoing amount hereinafter referred to as the "Indemnified Amount"); provided, however, the indemnity and hold harmless provided hereunder shall not relieve the Indemnified Parties from making regular interest and principal payments on and otherwise satisfying all obligations with respect to the extent relating to the Kanagi Project Company and its Subsidiaries or the Kanagi Project (“Project Level Indemnity Obligations”) (which indemnification shall, as provided in the LP1 PSA, be determined by calculating Purchaser’s “Losses” as if LP1 had indirectly owned and sold to Purchaser both 1997 Debt Obligations until (i) the Acquired Interests an Event of Default or Default (as defined in the LP1 PSAinstruments giving rise to and governing the repayment of the 1997 Debt Obligations) for has occurred in connection with one or more of the Kanagi Acquisition and 1997 Debt Obligations which remains uncured and/or is not otherwise waived, (ii) all amounts owing on the Acquired Interests under this Agreement for the Kanagi Acquisition), then the aggregate amount of such indemnification payments shall be made severally 1997 Debt Obligations in default become immediately due and not jointly by LP1 and Seller in the following proportions: 7.66% by Seller and 92.34% by LP1; provided that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 or Seller, and each of LP1 and Seller shall remain fully liable for its own actual fraud or willful misrepresentation as and to the extent provided for in the LP1 PSA (in the case of LP1) and this Agreement (in the case of Seller). Solely in respect of the Kanagi Representations and the Project Level Indemnity Obligations, the foregoing indemnification by Seller shall be in lieu of any indemnification by Seller under Section 6.1(a)(i). The Seller shall not be entitled to any control rights under Section 6.4 with respect to any Claims relating to Project Level Indemnity Obligations with respect to the Kanagi Acquisition. Additional Purchaser Indemnity Obligations: N/A Survival Period: Until the date that is 12 months after the Closing, except for (i) the representations and warranties in Sections 2.1, 2.2, 2.3(a), 2.6 and 2.11 and any claim for any breach of any representation or warranty involving actual fraud or willful misrepresentation, which shall survive until the expiration of the relevant statute of limitationspayable, and (iiiii) the representations all real and warranties in Section 2.9, which shall survive until the date that is 60 days after the expiration of the periodpersonal property, if any, during which an assessment, reassessment liable for or other form securing the 1997 Debt Obligations in default has been exhausted or otherwise disposed of recognized written demand assessing liability for Tax, interest or penalties under applicable Law in respect of any taxation year to which such representations and warranties relate could satisfy the 1997 Debt Obligations. The Indemnified Amount payable hereunder shall be initiated (the “Survival Period”). Representations and Warranties: Pursuant paid to the LP1 PSA, LP1 is making Indemnified Parties proportionately based on the Kanagi Representations. Notwithstanding anything in this Agreement to the contrary, Seller is making no representations and warranties in Article II of this Agreement with respect to the subject matter Indemnified Claims incurred by each of the Kanagi Representations, and Indemnified Parties over the Kanagi Representations shall constitute total Indemnified Claims incurred by all of the sole representations and warranties being made to Purchaser with respect to the Kanagi Project and the Kanagi Project Company and its Subsidiaries in connection with the transactions contemplated hereby; provided that the foregoing limitations shall not apply to any actual fraud or willful misrepresentation by the SellerIndemnified Parties.