Limitations on Claims. (a) An Indemnifying Party shall have no obligation to indemnify an Indemnified Party until the aggregate amount of all Losses incurred that are subject to indemnification by such Indemnifying Party pursuant to this Article 6 equal or exceed [***] of the Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the extent they are in excess of the Deductible; provided that the Deductible shall not apply to Losses resulting from, arising out of or relating to (i) any Fraudulent Action, (ii) the matters referenced on Schedule 6.01, or (iii) a breach of any Fundamental Representations.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Clearway Energy LLC), Membership Interest Purchase Agreement (Clearway Energy, Inc.), Membership Interest Purchase Agreement (Clearway Energy LLC)
Limitations on Claims. (a) An Indemnifying Party shall have no obligation to indemnify an Indemnified Party until the aggregate amount of all Losses incurred that are subject to indemnification by such Indemnifying Party pursuant to this Article 6 equal or exceed [***] of the Purchase Price (the “Deductible”) in which event the Indemnifying Party shall be liable for Losses only to the extent they are in excess of the Deductible; provided that the Deductible shall not apply to Losses resulting from, arising out of or relating to (i) any Fraudulent Action, Action or (ii) the matters referenced on Schedule 6.01, or (iii) a breach of any Fundamental Representations6.01(b).
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Clearway Energy LLC), Membership Interest Purchase Agreement (Clearway Energy LLC), Membership Interest Purchase Agreement (Clearway Energy, Inc.)
