Common use of Indirect Claims Clause in Contracts

Indirect Claims. From and after the Closing, Buyer agrees to release, indemnify and hold harmless Seller, its Affiliates, the Employees and the officers and managers of the Project Company (acting in their capacity as such) from and against any Claims by Buyer or any of its Affiliates for controlling stockholder liability or breach of any fiduciary duty relating to any pre-Closing actions or failures to act by Seller or any of its Affiliates in connection with the business of the Project Company prior to the Closing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Consumers Energy Co), Purchase and Sale Agreement (CMS Energy Corp)

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Indirect Claims. From and after the Closing, Buyer agrees to release, indemnify (and hold harmless to cause the Companies to) release Seller, its Affiliates, the Employees Affiliates and the officers officers, directors and managers employees of the Project Company Companies (acting in their capacity as such) from and against any Claims by Buyer or any of its Affiliates Losses for controlling stockholder liability or breach of any fiduciary or other duty not arising hereunder relating to any pre-Closing actions or failures to act by Seller (other than gross negligence or any of its Affiliates willful misconduct) in connection with the business of the Project Company Companies prior to the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Consolidated Edison Inc)

Indirect Claims. From and after the Closing, Buyer agrees to release, indemnify and hold harmless Seller, its Affiliates, the Employees Affiliates and the officers officers, directors and managers employees of the Project Company Companies (acting in their capacity as such) from and against any Claims by Buyer or any of its Affiliates for controlling stockholder liability or breach of any fiduciary duty relating to any pre-Closing actions or failures to act (including negligence or gross negligence) by Seller or any of its Affiliates in connection with the business of the Project Company Companies prior to the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Duke Energy CORP)

Indirect Claims. From and after the Closing, Buyer agrees to release, indemnify and hold harmless Seller, its Affiliates, the Employees Affiliates and the officers officers, directors and managers employees of the Project Company Companies (acting in their capacity as such) from and against any Claims by Buyer or any of its Affiliates Losses for controlling stockholder liability or breach of any fiduciary or other duty relating to any pre-Closing actions or failures to act by Seller (including negligence or any of its Affiliates gross negligence) in connection with the business of the Project Company Companies prior to the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Baltimore Gas & Electric Co)

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Indirect Claims. From and after the Closing, Buyer agrees to release, indemnify and hold harmless Seller, its Affiliates, the Employees Affiliates and the officers officers, directors and managers employees of the Project Company Companies (acting in their capacity as such) from and against any Claims by Buyer or any of its Affiliates for controlling stockholder liability or breach of any fiduciary duty relating to any pre-Closing actions or failures to act (including negligence or gross negligence) by Seller or any of its Affiliates in connection with the business of the Project Company Companies prior to the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Duke Energy CORP)

Indirect Claims. From and after the Closing, Buyer agrees to release, indemnify and hold harmless Seller, its Affiliates, the Employees and the officers and managers of the Project Company Companies (acting in their capacity as such) from and against any Claims by Buyer or any of its Affiliates for controlling stockholder liability or breach of any fiduciary duty relating to any pre-Closing actions or failures to act by Seller or any of its Affiliates in connection with the business of the Project Company Companies prior to the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Mirant North America, LLC)

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