Common use of Minimum Limit on Claims Clause in Contracts

Minimum Limit on Claims. A party required to provide indemnification under this Article 6 (an “Indemnifying Party”) shall not be liable under this Article 6 to an Indemnified Party for any Claim for breach of any representation or warranty unless and until the aggregate amount of all Claims for which it would, in the absence of this provision, be liable exceeds the Basket Amount, and in such event the Indemnified Party will be liable for the amount of all Claims, including the Basket Amount; provided that the foregoing limitation shall not apply in the case of actual fraud by the Indemnifying Party.

Appears in 12 contracts

Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.), Purchase and Sale Agreement (Pattern Energy Group Inc.), Purchase and Sale Agreement (Pattern Energy Group Inc.)

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Minimum Limit on Claims. A party required to provide indemnification under this Article 6 ‎6 (an “Indemnifying Party”) shall not be liable under this Article 6 ‎6 to an Indemnified Party for any Claim for breach of any representation or warranty unless and until the aggregate amount of all Claims for which it would, in the absence of this provision, be liable exceeds the Basket Amount, and in such event the Indemnified Party will be liable for the amount of all Claims, including the Basket Amount; provided that the foregoing limitation shall not apply in the case of actual fraud or willful misrepresentation by the Indemnifying PartyParty or, for the avoidance of doubt, to Covered Taxes.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.), Easement Agreement (Pattern Energy Group Inc.)

Minimum Limit on Claims. A party required to provide indemnification under this Article 6 (an “Indemnifying Party”) shall not be liable under this Article 6 to an Indemnified Party for any Claim for breach of any representation or warranty unless and until the aggregate amount of all Claims for which it would, in the absence of this provision, be liable exceeds the Basket Amount, and in such event the Indemnified Party will be liable for the amount of all Claims, including the Basket Amount; provided that the foregoing limitation shall not apply in the case of actual fraud or willful misrepresentation by the Indemnifying Party.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.)

Minimum Limit on Claims. A party required to provide indemnification under this Article 6 (an “Indemnifying Party”) shall not be liable under this Article 6 to an Indemnified Party for any Claim for breach of any representation or warranty unless and until the aggregate amount of all Claims for which it would, in the absence of this provision, be liable exceeds the Basket Amount, and in such event the Indemnified Indemnifying Party will be liable for the amount of all Claims, including the Basket Amount; provided that the foregoing limitation shall not apply in the case of actual fraud or willful misrepresentation by the Indemnifying Party.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.)

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Minimum Limit on Claims. A party required to provide indemnification under this Article 6 7 (an “Indemnifying Party”) shall not be liable under this Article 6 7 to an Indemnified Party for any Claim for breach of any representation or warranty unless and until the aggregate amount of all Claims for which it would, in the absence of this provision, be liable exceeds the Basket Amount, and in such event the Indemnified Party will be liable for the amount of all Claims, including the Basket Amount; provided that the foregoing limitation shall not apply in the case of actual fraud by the Indemnifying Party.

Appears in 1 contract

Samples: Purchase Agreement (Pattern Energy Group Inc.)

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