Common use of Indemnification of Lessee Clause in Contracts

Indemnification of Lessee. (a) The CCS Parties jointly and severally shall indemnify, defend and hold harmless the Lessee Indemnified Parties from and against any and all Lessee Indemnified Costs. (b) The obligations of the CCS Parties under Section 7.1(a) shall be subject to the following limitations: (i) The CCS Parties shall not have any liability for Lessee Indemnified Costs for any breach by the CCS Parties of any representations or warranties in Section 3.1 unless and until the aggregate of all Lessee Indemnified Costs relating thereto for which the CCS Parties would, but for this clause (i), be required to indemnify Lessee exceeds on a cumulative basis an amount (the “CCS Basket Amount”) equal to $500,000, in which case, subject to clause (ii) of this subsection (b), the CCS Parties shall be liable for the Lessee Indemnified Costs incurred by the Lessee Indemnified Parties but only to the extent such Lessee Indemnified Costs exceed the CCS Basket Amount; (ii) Except with respect to the matter disclosed on Schedule 3.1(d) (the disclosure on such Schedule 3.1(d) and Lessee’s actual knowledge of which the Parties acknowledge and agree shall not affect the CCS Parties’ liability to the Lessee Indemnified Parties for any Lessee Indemnified Costs associated therewith or the ability of any such Lessee Indemnified Costs to be aggregated for the purposes of Section 7.1(b)(i)), the CCS Parties shall not have any liability for Lessee Indemnified Costs for any breach by the CCS Parties of any representation and warranty in Section 3.1 if Lessee had actual knowledge that such representation and warranty was not true and correct in any material respect at the time of the Closing, and no Lessee Indemnified Costs related thereto shall be aggregated for the purpose of Section 7.1(b)(i); (iii) The CCS Parties shall not have any liability for Lessee Indemnified Costs for breach of representations and warranties in excess of the amounts specified in Section 7.1(c); (iv) The obligations to indemnify and hold Lessee harmless pursuant to Section 7.1(a) with respect to breaches of representations and warranties shall be subject to the limitations in Section 3.3; and (v) The liability of the CCS Parties for Lessee Indemnified Costs arising from Losses that are assessed against Lessee arising out of any failure of the CCS Parties to obtain or file any Permit that was required to be obtained or filed by the CCS Parties prior to the Closing either to conduct the business of the CCS Parties in Missouri or to own or operate the New Facility in Missouri shall not be limited to that portion of such Loss attributable to the time period prior to Closing. (c) The obligations of the CCS Parties under Section 7.1(a) shall be subject to the following limitations: (i) The CCS Parties shall not have any liability for lost or disallowed Section 45 Credits relating to Refined Coal actually produced at the New Facility except for and to the extent that breaches of the representations and warranties in Sections 3.1(a), (b), (c), (e), (g), (j), (n) and (o) give rise to such lost or disallowed credits; (ii) Except as otherwise provided in Section 7.1(c)(iii), the CCS Parties shall not have any liability for Lessee Indemnified Costs for breaches of the representations and warranties in Sections 3.1(a), (b), (c), (e), (g), (j), (n) and (o) to the extent the aggregate amount of such Losses exceeds the sum of six million dollars ($6,000,000) plus the Initial Term Fixed Rent Payments, Renewal Term Fixed Rent Payments and Contingent Rent Payments (as such terms are defined in the New Equipment Lease) paid under the New Equipment Lease as of the relevant time of determination (the “CCS First Cap Amount”); (iii) Except as otherwise provided in Section 7.1(c)(iv), the CCS Parties shall not have any liability for Lessee Indemnified Costs for breaches of the representations and warranties in this Agreement (other than those in Sections 3.1(a), (b), (c), (e), (g), (j), (n) and (o) of this Agreement) to the extent the aggregate amount of such Losses exceed six million dollars ($6,000,000) (the “CCS Second Cap Amount”); and (iv) The limitations of the CCS First Cap Amount and the CCS Second Cap Amount shall not apply to Lessee Indemnified Costs resulting from (A) a breach of any representation or warranty contained in Section 3.1(i), (B) or any gross negligence, fraud or willful misconduct of any CCS Party or (C) any Third Party Claim.

Indemnification of Lessee. (a) The CCS Parties jointly and severally shall indemnify, defend and hold harmless the Lessee Indemnified Parties from and against any and all Lessee Indemnified Costs. (b) The obligations of the CCS Parties under Section 7.1(a) shall be subject to the following limitations: (i) The CCS Parties shall not have any liability for Lessee Indemnified Costs for any breach by the CCS Parties of any representations or warranties in Section 3.1 unless and until the aggregate of all Lessee Indemnified Costs relating thereto for which the CCS Parties would, but for this clause (i), be required to indemnify Lessee exceeds on a cumulative basis an amount (the “CCS Basket Amount”) equal to $500,000, in which case, subject to clause (ii) of this subsection (b), the CCS Parties shall be liable for the Lessee Indemnified Costs incurred by the Lessee Indemnified Parties but only to the extent such Lessee Indemnified Costs exceed the CCS Basket Amount; (ii) Except with respect to the matter disclosed on Schedule 3.1(d) (the disclosure on such Schedule 3.1(d) and Lessee’s actual knowledge of which the Parties acknowledge and agree shall not affect the CCS Parties’ liability to the Lessee Indemnified US 1104132v.7 Parties for any Lessee Indemnified Costs associated therewith or the ability of any such Lessee Indemnified Costs to be aggregated for the purposes of Section 7.1(b)(i)), the CCS Parties shall not have any liability for Lessee Indemnified Costs for any breach by the CCS Parties of any representation and warranty in Section 3.1 if Lessee had actual knowledge that such representation and warranty was not true and correct in any material respect at the time of the Closing, and no Lessee Indemnified Costs related thereto shall be aggregated for the purpose of Section 7.1(b)(i); (iii) The CCS Parties shall not have any liability for Lessee Indemnified Costs for breach of representations and warranties in excess of the amounts specified in Section 7.1(c); (iv) The obligations to indemnify and hold Lessee harmless pursuant to Section 7.1(a) with respect to breaches of representations and warranties shall be subject to the limitations in Section 3.3; and (v) The liability of the CCS Parties for Lessee Indemnified Costs arising from Losses that are assessed against Lessee arising out of any failure of the CCS Parties to obtain or file any Permit that was required to be obtained or filed by the CCS Parties prior to the Closing either to conduct the business of the CCS Parties in Missouri or to own or operate the New Facility in Missouri shall not be limited to that portion of such Loss attributable to the time period prior to Closing. (c) The obligations of the CCS Parties under Section 7.1(a) shall be subject to the following limitations: (i) The CCS Parties shall not have any liability for lost or disallowed Section 45 Credits relating to Refined Coal actually produced at the New Facility except for and to the extent that breaches of the representations and warranties in Sections 3.1(a), (b), (c), (e), (g), (j), (n) and (o) give rise to such lost or disallowed credits; (ii) Except as otherwise provided in Section 7.1(c)(iii), the CCS Parties shall not have any liability for Lessee Indemnified Costs for breaches of the representations and warranties in Sections 3.1(a), (b), (c), (e), (g), (j), (n) and (o) to the extent the aggregate amount of such Losses exceeds the sum of six three million dollars ($6,000,0003,000,000) plus the Initial Term Fixed Rent Payments, Renewal Term Fixed Rent Payments and Contingent Rent Payments (as such terms are defined in the New Equipment Lease) paid under the New Equipment Lease as of the relevant time of determination (the “CCS First Cap Amount”); (iii) Except as otherwise provided in Section 7.1(c)(iv), the CCS Parties shall not have any liability for Lessee Indemnified Costs for breaches of the representations and warranties in this Agreement (other than those in Sections 3.1(a), (b), (c), (e), (g), (j), (n) and (o) of this Agreement) to the extent the aggregate amount of such Losses exceed six three million dollars ($6,000,0003,000,000) (the “CCS Second Cap Amount”); andand US 1104132v.7 (iv) The limitations of the CCS First Cap Amount and the CCS Second Cap Amount shall not apply to Lessee Indemnified Costs resulting from (Ah) a breach of any representation or warranty contained in Section 3.1(i), (Bi) or any gross negligence, fraud or willful misconduct of any CCS Party or (Cj) any Third Party Claim.

Indemnification of Lessee. (a) The CCS Parties jointly and severally shall indemnify, defend and hold harmless the Lessee Indemnified Parties from and against any and all Lessee Indemnified Costs. (b) The obligations of the CCS Parties under Section 7.1(a8.1(a) shall be subject to the following limitations: (i) The CCS Parties shall not have any liability for Lessee Indemnified Costs for any breach by the CCS Parties of any representations or warranties in Section 3.1 unless and until the aggregate of all Lessee Indemnified Costs relating thereto for which the CCS Parties would, but for this clause (i), be required to indemnify Lessee exceeds on a cumulative basis an amount (the “CCS Basket Amount”) equal to $500,000, in which case, subject to clause (ii) of this subsection (b), the CCS Parties shall be liable for the Lessee Indemnified Costs incurred by the Lessee Indemnified Parties but only to the extent such Lessee Indemnified Costs exceed the CCS Basket Amount; (ii) Except with respect to the matter disclosed on Schedule 3.1(d) (the disclosure on such Schedule 3.1(d) and Lessee’s actual knowledge of which the Parties acknowledge and agree shall not affect the CCS Parties’ liability to the Lessee Indemnified Parties for any Lessee Indemnified Costs associated therewith or the ability of any such Lessee Indemnified Costs to be aggregated for the purposes of Section 7.1(b)(i)), the The CCS Parties shall not have any liability for Lessee Indemnified Costs for any breach by the CCS Parties of any representation and warranty in Section 3.1 if Lessee had actual knowledge that such representation and warranty was not true and correct True in any material respect at the time of the Closing, and no Lessee Indemnified Costs related thereto shall be aggregated for the purpose of Section 7.1(b)(i8.1(b)(i); (iii) The CCS Parties shall not have any liability for Lessee Indemnified Costs for breach of representations and warranties in excess of the amounts specified in Section 7.1(c8.1(c); (iv) The obligations to indemnify and hold Lessee harmless pursuant to Section 7.1(a8.1(a) with respect to breaches of representations and warranties shall be subject to the limitations in Section 3.3; and (v) The liability of the CCS Parties for Lessee Indemnified Costs arising from Losses that are assessed against Lessee arising out of any failure of the CCS Parties to obtain or file any Permit that was required to be obtained or filed by the CCS Parties prior to the Closing either to conduct the business of the CCS Parties in Missouri or to own or operate the New Facility Facilities in Missouri shall not be limited to that portion of such Loss attributable to the time period prior to Closing. (c) The obligations of the CCS Parties under Section 7.1(a8.1(a) shall be subject to the following limitations: (i) The CCS Parties shall not have any liability for lost or disallowed Section 45 Credits relating to Refined Coal actually produced at the New Facility Facilities except (A) under Section 2.5 of this Agreement, and (B) for and to the extent that breaches of the representations and warranties in Sections 3.1(a3.1 (a), (b), (c), (e), (g), (ji), (nl) and (om) give rise to such lost or disallowed creditsof this Agreement; (ii) Except except as otherwise provided in Section 7.1(c)(iii8.1(c)(iv), the CCS Parties shall not have any liability for Lessee Indemnified Costs for breaches of the representations and warranties in Sections 3.1(a3.1 (a), (b), (c), (e), (g), (ji), (nl) and (om) of this Agreement to the extent the aggregate amount of such Losses exceeds the sum of six million dollars ($6,000,000) plus the Prepaid Rent, Initial Term Fixed Rent Payments, Renewal Term Fixed Rent Payments and Contingent Rent Payments (as such terms are defined in the New Equipment LeaseLeases) paid under the New Equipment Lease Leases as of the relevant time of determination (the “CCS First Cap Amount”); (iii) Except except as otherwise provided in Section 7.1(c)(iv8.1(c)(iv), the CCS Parties shall not have any liability for Lessee Indemnified Costs for breaches of the representations and warranties in this Agreement (other than those in Sections 3.1(a3.1 (a), (b), (c), (e), (g), (ji), (nl) and (om) of this Agreement) to the extent the aggregate amount of such Losses exceed six million dollars ($6,000,000) exceeds the Prepaid Rent paid to Lessors under the Leases (the “CCS Second Cap Amount”); and (iv) The the limitations of the CCS First Cap Amount and the CCS Second Cap Amount shall not apply to Lessee Indemnified Costs resulting from (A) a breach of any representation or warranty contained in Section 3.1(i), 3.1(k) of this Agreement or (B) or any gross negligence, fraud or willful misconduct of any the CCS Party Parties or (C) any Third Party Claim.

Indemnification of Lessee. (a) The CCS Parties jointly and severally shall indemnify, defend and hold harmless the Lessee Indemnified Parties from and against any and all Lessee Indemnified Costs. (b) The obligations of the CCS Parties under Section 7.1(a) shall be subject to the following limitations: (i) The CCS Parties shall not have any liability for Lessee Indemnified Costs for any breach by the CCS Parties of any representations or warranties in Section 3.1 unless and until the aggregate of all Lessee Indemnified Costs relating thereto for which the CCS Parties would, but for this clause (i), be required to indemnify Lessee exceeds on a cumulative basis an amount (the “CCS Basket Amount”) equal to $500,000, in which case, subject to clause (ii) of this subsection (b), the CCS Parties shall be liable for the Lessee Indemnified Costs incurred by the Lessee Indemnified Parties but only to the extent such Lessee Indemnified Costs exceed the CCS Basket Amount; (ii) Except with respect to the matter disclosed on Schedule 3.1(d) (the disclosure on such Schedule 3.1(d) and Lessee’s actual knowledge of which the Parties acknowledge and agree shall not affect the CCS Parties’ liability to the Lessee Indemnified Parties for any Lessee Indemnified Costs associated therewith or the ability of any such Lessee Indemnified Costs to be aggregated for the purposes of Section 7.1(b)(i)), the CCS Parties shall not have any liability for Lessee Indemnified Costs for any breach by the CCS Parties of any representation and warranty in Section 3.1 if Lessee had actual knowledge that such representation and warranty was not true and correct in any material respect at the time of the Closing, and no Lessee Indemnified Costs related thereto shall be aggregated for the purpose of Section 7.1(b)(i); (iii) The CCS Parties shall not have any liability for Lessee Indemnified Costs for breach of representations and warranties in excess of the amounts specified in Section 7.1(c); (iv) The obligations to indemnify and hold Lessee harmless pursuant to Section 7.1(a) with respect to breaches of representations and warranties shall be subject to the limitations in Section 3.3; and (v) The liability of the CCS Parties for Lessee Indemnified Costs arising from Losses that are assessed against Lessee arising out of any failure of the CCS Parties to obtain or file any Permit that was required to be obtained or filed by the CCS Parties prior to the Closing either to conduct the business of the CCS Parties in Missouri or to own or operate the New Facility in Missouri shall not be limited to that portion of such Loss attributable to the time period prior to Closing. (c) The obligations of the CCS Parties under Section 7.1(a) shall be subject to the following limitations: (i) The CCS Parties shall not have any liability for lost or disallowed Section 45 Credits relating to Refined Coal actually produced at the New Facility except for and to the extent that breaches of the representations and warranties in Sections 3.1(a), (b), (c), (e), (g), (j), (n) and (o) give rise to such lost or disallowed credits; (ii) Except as otherwise provided in Section 7.1(c)(iii), the CCS Parties shall not have any liability for Lessee Indemnified Costs for breaches of the representations and warranties in Sections 3.1(a), (b), (c), (e), (g), (j), (n) and (o) to the extent the aggregate amount of such Losses exceeds the sum of six three million dollars ($6,000,0003,000,000) plus the Initial Term Fixed Rent Payments, Renewal Term Fixed Rent Payments and Contingent Rent Payments (as such terms are defined in the New Equipment Lease) paid under the New Equipment Lease as of the relevant time of determination (the “CCS First Cap Amount”); (iii) Except as otherwise provided in Section 7.1(c)(iv), the CCS Parties shall not have any liability for Lessee Indemnified Costs for breaches of the representations and warranties in this Agreement (other than those in Sections 3.1(a), (b), (c), (e), (g), (j), (n) and (o) of this Agreement) to the extent the aggregate amount of such Losses exceed six three million dollars ($6,000,0003,000,000) (the “CCS Second Cap Amount”); and (iv) The limitations of the CCS First Cap Amount and the CCS Second Cap Amount shall not apply to Lessee Indemnified Costs resulting from (A) a breach of any representation or warranty contained in Section 3.1(i), (B) or any gross negligence, fraud or willful misconduct of any CCS Party or (C) any Third Party Claim.