Common use of Indemnification by Purchasers Clause in Contracts

Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Partnership, the General Partner and their respective Representatives (collectively, “Partnership Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands and causes of action and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchasers shall constitute the date upon which such claim has been made); and provided further, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 7.02 (other than any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess of the sum total of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A hereto.

Indemnification by Purchasers. Each From and after the Closing, each Purchaser agrees, severally and not jointly, to shall indemnify the PartnershipCompany, the General Partner and its Subsidiaries and its and their respective Representatives officers, directors, managers, employees and agents (collectively, the “Partnership Company Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands and causes of action Losses and, in connection therewith, therewith and promptly upon demand, pay or reimburse each of them for all reasonable and documented out-of-pocket costs, losses, liabilities, damages, damages or expenses of any kind or nature whatsoever, including, without limitation, whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them them), whether or not involving a Third Party Claim, incurred by or asserted against such Company Related Parties as a result of, of or arising out ofof (a) the failure of any of the representations or warranties made by such Purchaser contained in Sections 2.2(a) and (f) to be true and correct (the “Purchaser Indemnification Representations,” and together with the Company Indemnification Representations, or in any way related to the “Indemnification Representations”), (b) the breach of any of the representations, warranties or covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunderherein; provided that that, in the case of the immediately preceding clause (a), such claim for indemnification relating to a breach of a any representation or warranty is made prior to the expiration of such representation or warranty (it being understood that as set forth in Section 6.7; provided further, that, for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Company Related Party has shall have given written notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser in accordance with the Purchasers terms and conditions of this Agreement shall constitute the date upon which such claim has been made); and provided further. For the avoidance of doubt, that no Partnership Related Party Purchaser shall be entitled liable for the acts, omissions or breaches of any other Purchaser under or with respect to recover special, consequential (including lost profits) this Agreement or punitive damages under this Section 7.02 (other than any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess of the sum total of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A heretotransactions contemplated hereby.

Indemnification by Purchasers. Each Purchaser agrees(a) Seller Claims Against CPS. CPS will indemnify, severally defend and not jointlyhold harmless Seller, to indemnify the Partnership, the General Partner its parents and Affiliates and each of their respective Representatives officers, directors, employees, attorneys, agents and successors and assigns and each Person included in the Seller Group from and against any and all Losses which arise or result from the following (collectively, “Partnership Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation, or inquiries"Seller Claims"), demands and causes of action andIN EACH CASE, in connection therewithEVEN IF SUCH LOSSES ARE CAUSED BY THE SOLE, and promptly upon demandJOINT OR CONCURRENT NEGLIGENCE, pay STRICT LIABILITY OR OTHER FAULT OF ANY PERSON INCLUDED IN THE SELLER GROUP, EXCEPT TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PERSON: (i) any breach or reimburse each of them for all costs, losses, liabilities, damages, or expenses violation of any kind covenant, obligation or nature whatsoever, including, without limitation, the reasonable fees and disbursements agreement of counsel and all other reasonable expenses incurred CPS set forth in connection with investigating, defending this Agreement; (ii) any breach or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach inaccuracy of any of the representationsrepresentations or warranties made, warranties or covenants as of such Purchaser contained herein or the Closing Date, by CPS in any certificate or instrument delivered by such Purchaser hereunderthis Agreement in ARTICLE 5; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty (it being understood provided, that for purposes of determining when an indemnification claim whether there has been madea breach or inaccuracy of any such representation or warranty, and the amount of Losses sustained or incurred, for purposes of this Section 8.3(a), such representations and warranties shall be interpreted without giving effect to the words "material", "materially", "Material Adverse Effect", or words of similar effect; or (iii) if the Closing occurs as to CPS, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis design, construction, ownership, operation or use of any of the claim for indemnification) Purchased Assets or the Generation Facility (but excluding the Excluded Assets), the failure to pay, perform or discharge any Assumed Liabilities as and when due or any other matter relating to or arising out of the Purchasers shall constitute Purchased Assets or the date upon which such claim has been made); and provided furtherGeneration Facility, that no Partnership Related Party shall be entitled in each case whether relating to recover specialperiods of time prior to or after the Closing, consequential (including lost profits) or punitive damages under this Section 7.02 (other than any such damages to the extent that CPS is not entitled to indemnification by Seller against such damages Losses under Section 8.2(a) (x) are subject to the limitations in the form of diminution in value or (y) arise from Third Party Claimsthis Agreement); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess of the sum total of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A hereto.

Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Partnership, the General Partner Company and their respective its Representatives (collectively, “Partnership Company Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation, litigation or inquiries), demands demands, and causes of action action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; herein, provided that such claim for indemnification relating to a breach of a representation or warranty the representations and warranties is made prior to the expiration of such representation or warranty (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchasers shall constitute the date upon which such claim has been made)representations and warranties; and provided further, that no Partnership Company Related Party shall be entitled to recover special, indirect, incidental, consequential (including lost profitsprofits or diminution in value) or punitive damages under this Section 7.02 (other than any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise from Third Party Claims)damages; and provided further, that in no event will such shall the liability of any Purchaser be liable under this Section 7.02 for any exceed the amount in excess of the sum total of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A heretoPurchase Price plus any distributions paid to such Purchaser with respect to the Purchased Shares.

Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Partnership, the General Partner and their respective Representatives (collectively, “Partnership Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands and causes of action and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchasers shall constitute the date upon which such claim has been made)warranty; and provided further, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 7.02 (other than any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess of the sum total of its Aggregate Purchase Price as set forth opposite such Purchaser’s name on Schedule A heretoInitial Closing Date plus its Aggregate Purchase Price on Second Closing Date.

Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the PartnershipSeller and its officers, the General Partner directors, employees and their respective Representatives agents (collectively, “Partnership "Seller Related Parties”") from, and hold each of them harmless against, against any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands demands, and causes of action action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter to the extent that it may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; herein, provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty (warranty. Furthermore, each Purchaser agrees, severally and not jointly, that it being understood that will indemnify and hold harmless Seller and Seller Related Parties from and against any and all claims, demands or liabilities for purposes broker's, finder's, placement or other similar fees or commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in connection with the purchase of determining when an indemnification claim has been made, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis any of the claim for indemnification) to Purchased Shares or the Purchasers shall constitute the date upon which such claim has been made); and provided further, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 7.02 (other than any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess consummation of the sum total of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A heretotransactions contemplated by this Agreement.

Indemnification by Purchasers. Each Upon the terms and subject to the conditions of this Article VII, each Purchaser agreeswill severally, severally and not jointly, to indemnify indemnify, defend and hold harmless the Partnership, the General Partner and their respective Representatives (collectively, “Partnership Related Parties”) from, from and hold each of them harmless against, against any and all losses, actions, suits, proceedings (including any investigations, litigation, litigation or inquiries), demands and causes of action action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, damages or expenses of any kind or nature whatsoever, including, without limitation, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them them, whether or not involving a third party claim, as a result of, arising out of, or in any way related to the breach of any of the representations, warranties warranties, covenants or covenants agreements of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; provided provided, however, that such claim for indemnification relating to a breach of a any representation or warranty is made prior to the expiration of such representation or warranty to the extent applicable (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Related Party has given delivered notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchasers Purchaser shall constitute the date upon which such claim has been made); and provided further. Notwithstanding anything to the contrary herein, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) indirect, exemplary, incidental, speculative or punitive damages under or lost profits, it being understood that (a) this Section 7.02 sentence shall not limit recovery for damages that are the result of fraud and (b) the Partnership Related Parties shall further be able to recover any special, consequential or punitive damages that are components of damages paid to third parties by such Partnership Related Parties that are indemnifiable hereunder. Notwithstanding anything to the contrary contained in this Agreement, no current, former or future Affiliate, general or limited partner, equity-holder, director, officer, manager, employee, agent, successor or assign of any Purchaser or of any Affiliate thereof (collectively, “Non-Recourse Parties”), other than any such damages to the extent that such damages (x) are Purchaser, shall have any liability or obligation hereunder or in the form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess respect of the sum total transactions contemplated hereby (at law or in equity, whether in tort, contract or otherwise), and from and after Closing, any claim as a result of, arising out of, or in any way related to any breach of any representation, warranty, covenant or agreement by a Purchaser shall be made solely against the Purchaser, and no Non-Recourse Party other than Purchaser, shall have any liability or obligation hereunder or in respect thereof (at law or in equity, whether in tort, contract or otherwise), and the Partnership on behalf of itself and the Partnership Related Parties and its Purchase Price as set forth opposite such and their respective Affiliates hereby irrevocably waives any claims or rights (at law or in equity, whether in tort, contract or otherwise) it or any Partnership Related Party, or its and their respective Affiliates, may have with respect to this Agreement or the transactions contemplated hereby against any Non-Recourse Party other than any Purchaser’s name on Schedule A hereto, whether before or after Closing.

Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the PartnershipSeller and its officers, the General Partner directors, employees and their respective Representatives agents (collectively, “Partnership Seller Related Parties”) from, and hold each of them harmless against, against any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands demands, and causes of action action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; herein, provided that such claim for indemnification relating to a breach of a representation or warranty the representations and warranties is made prior to the expiration of such representation representations and warranties. Furthermore, each Purchaser agrees, severally and not jointly, that it will indemnify and hold harmless Seller and Seller Related Parties from and against any and all claims, demands or warranty (it being understood that liabilities for purposes broker’s, finder’s, placement or other similar fees or commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in connection with the purchase of determining when an indemnification claim has been made, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis any of the claim for indemnification) to Purchased Units or the Purchasers shall constitute the date upon which such claim has been made); and provided further, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 7.02 (other than any such damages to the extent that such damages (x) are in the form of diminution in value or (y) arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 7.02 for any amount in excess consummation of the sum total of its Purchase Price as set forth opposite such Purchaser’s name on Schedule A heretotransactions contemplated by this Agreement.