Common use of Allocation of Indemnification Payments Clause in Contracts

Allocation of Indemnification Payments. If Purchaser is entitled to receive indemnification from LP1 under the LP1 PSA with respect to (1) any Tsugaru Representations and/or (2) any covenants contained in Article 4 of the LP1 PSA to the extent relating to the Project Company and its Subsidiaries or the 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) and (ii) the Acquired Interests under this Agreement), then the aggregate amount of such indemnification payments shall be made severally and not jointly by LP1 and Seller in the following proportions: 5.00% by Seller and 95.00% 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 Tsugaru 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).

Allocation of Indemnification Payments. If Purchaser is entitled With respect to receive any indemnification from LP1 payments to be made by the Seller under the LP1 PSA this Agreement with respect to (1i) any Tsugaru Kanagi Representations and/or (2ii) any covenants contained in Article 4 of the LP1 PSA this Agreement to the extent relating to the Kanagi Project Company and its Subsidiaries or the Kanagi Project (“Project Level Indemnity Obligations”), the following shall apply: (x) (which indemnification shall, as provided in the LP1 PSA, amount of any Losses shall be determined by calculating Purchaser’s “Losses” as if LP1 the Seller had indirectly owned and sold to Purchaser both (i) the Acquired Interests (as defined in under this Agreement relating to the LP1 PSA) Kanagi Acquisition and (ii) the Acquired Interests under this Agreement), then (as defined in the GPI PSA) relating to the Kanagi Acquisition and (y) the aggregate amount of such indemnification payments shall be made severally and not jointly by LP1 GPI and Seller in the following proportions: 5.007.66% by Seller GPI and 95.0092.34% by LP1Seller; provided provided, further that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 GPI or Seller, and each of LP1 GPI 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) and the GPI PSA (in the case of GPI). Solely in “Kanagi Representations” means the representations and warranties with respect of to the Tsugaru Representations Kanagi Project and the Kanagi Project Level Indemnity Obligations, the foregoing indemnification by Seller shall be Company and its Subsidiaries in lieu of any indemnification by Seller under Section 6.1(a)(i)this Agreement.

Allocation of Indemnification Payments. If Purchaser is entitled With respect to receive any indemnification from LP1 payments to be made by the Seller under the LP1 PSA this Agreement with respect to (1i) any Tsugaru Ohorayama Representations and/or (2ii) any covenants contained in Article 4 of the LP1 PSA this Agreement to the extent relating to the Ohorayama Project Company and its Subsidiaries or the Ohorayama Project (“Project Level Indemnity Obligations”), the following shall apply: (x) (which indemnification shall, as provided in the LP1 PSA, amount of any Losses shall be determined by calculating Purchaser’s “Losses” as if LP1 the Seller had indirectly owned and sold to Purchaser both (i) the Acquired Interests (as defined in under this Agreement related to the LP1 PSA) Ohorayama Acquisition and (ii) the Acquired Interests under this Agreement), then (as defined in the GPI PSA) relating to the Ohorayama Acquisition and (y) the aggregate amount of such indemnification payments shall be made severally and not jointly by LP1 GPI and Seller in the following proportions: 5.005.01% by Seller GPI and 95.0094.99% by LP1Seller; provided provided, further that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 GPI or Seller, and each of LP1 GPI 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) and the GPI PSA (in the case of GPI). Solely in “Ohorayama Representations” means the representations and warranties with respect of to the Tsugaru Representations Ohorayama Project and the Ohorayama Project Level Indemnity Obligations, the foregoing indemnification by Seller shall be Company and its Subsidiaries in lieu of any indemnification by Seller under Section 6.1(a)(i).this Agreement..