Common use of Obligations of Dynegy Clause in Contracts

Obligations of Dynegy. Effective as of the Closing, the Seller In- demnitors shall jointly and severally (subject to the last sentence of this Section) indemnify, reimburse and hold harmless each Purchaser Group Member from and against any and all Indemnifiable Losses due to: (a) any breach of or inaccuracy in any of the representations and warranties made by any Dynegy Party, when made or at the Closing, in or pursuant to this Agreement (without regard to any qualifications as to materiality or Material Adverse Effect, except as provided in Section 9.9); (b) any breach or nonperformance of any of the covenants or obligations of any Dynegy Party contained in this Agreement; (c) the Generation Liabilities; (d) the Excluded Environmental Matters; (e) any liability related to the Xxxxxx Assets; (f) any obligation of any IPC Company as a guarantor of any underlying obligation of Dynegy or any of its Affiliates (other than an IPC Company); (g) any net refund of amounts under IPC’s purchased gas adjustment (“PGA”) rider ordered by the ICC, whether effected by adjustment of any PGA factor or otherwise, in any PGA reconciliation proceeding relating to any portion of the period from January 1, 2001 to December 31, 2004, to the extent that payments or PGA adjustments required to be made by IPC pursuant to such order exceed the reserve established for potential liability in such pro- ceeding as reflected in the calculation of the Final Adjusted Working Capital; or any disal- lowance by the ICC of IPC’s gas costs or investment relating to events prior to the Closing at the Hillsboro gas storage field whether such disallowance shall be provided for in any PGA case (“working gas”) or in a gas rate case (“cushion gas”), but only to the extent that such disallowance is not due to any imprudence by IPC after the Closing; provided, however, that the Seller Indemnitors’ liability under this Section 9.1(g) with respect to any such refund or disallowance shall be equal to 50% of such refund or disallowance. With respect to indemni- fication required under Section 9.1(g), such indemnification shall be required notwithstand- ing the fact that the applicable order is subject to appeal, whether or not the full amount that IPC is required to pay or reflect in adjusted PGA rates under such order has been paid. In the event that the amount of IPC’s liability pursuant to such order is later reduced or increased, as a result of appeal or otherwise, IPC shall refund the amount of such reduction to Dynegy, or Dynegy shall pay IPC the amount of such increase, as applicable; (h) the litigation described in item 3 of Schedule 3.9; or (i) the matters referred to in Schedule 5.19.

Obligations of Dynegy. Effective as of the Closing, the Seller In- demnitors Indemnitors shall jointly and severally (subject to the last sentence of this Section) indemnify, reimburse and hold harmless each Purchaser Group Member from and against any and all Indemnifiable Losses due to: (a) any breach of or inaccuracy in any of the representations and warranties made by any Dynegy Party, when made or at the Closing, in or pursuant to this Agreement (without regard to any qualifications as to materiality or Material Adverse Effect, except as provided in Section 9.9); (b) any breach or nonperformance of any of the covenants or obligations of any Dynegy Party contained in this Agreement; (c) the Generation Liabilities; (d) the Excluded Environmental Matters; (e) any liability related to the Xxxxxx Assets; (f) any obligation of any IPC Company as a guarantor of any underlying obligation of Dynegy or any of its Affiliates (other than an IPC Company); (g) any net refund of amounts under IPC’s 's purchased gas adjustment (“"PGA”") rider ordered by the ICC, whether effected by adjustment of any PGA factor or otherwise, in any PGA reconciliation proceeding relating to any portion of the period from January 1, 2001 to December 31, 2004, to the extent that payments or PGA adjustments required to be made by IPC pursuant to such order exceed the reserve established for potential liability in such pro- ceeding proceeding as reflected in the calculation of the Final Adjusted Working Capital; or any disal- lowance disallowance by the ICC of IPC’s 's gas costs or investment relating to events prior to the Closing at the Hillsboro gas storage field whether such disallowance shall be provided for in any PGA case (“"working gas”") or in a gas rate case (“"cushion gas”"), but only to the extent that such disallowance is not due to any imprudence by IPC after the Closing; provided, however, that the Seller Indemnitors’ ' liability under this Section 9.1(g) with respect to any such refund or disallowance shall be equal to 50% of such refund or disallowance. With respect to indemni- fication indemnification required under Section 9.1(g), such indemnification shall be required notwithstand- ing notwithstanding the fact that the applicable order is subject to appeal, whether or not the full amount that IPC is required to pay or reflect in adjusted PGA rates under such order has been paid. In the event that the amount of IPC’s 's liability pursuant to such order is later reduced or increased, as a result of appeal or otherwise, IPC shall refund the amount of such reduction to Dynegy, or Dynegy shall pay IPC the amount of such increase, as applicable; (h) the litigation described in item 3 of Schedule 3.9; or (i) the matters referred to in Schedule 5.19.

Obligations of Dynegy. Effective as of the Closing, the Seller In- demnitors Indemnitors shall jointly and severally (subject to the last sentence of this Section) indemnify, reimburse and hold harmless each Purchaser Group Member from and against any and all Indemnifiable Losses due to: (a) any breach of or inaccuracy in any of the representations and warranties made by any Dynegy Party, when made or at the Closing, in or pursuant to this Agreement (without regard to any qualifications as to materiality or Material Adverse Effect, except as provided in Section 9.9); (b) any breach or nonperformance of any of the covenants or obligations of any Dynegy Party contained in this Agreement; (c) the Generation Liabilities; (d) the Excluded Environmental Matters; (e) any liability related to the Xxxxxx Assets; (f) any obligation of any IPC Company as a guarantor of any underlying obligation of Dynegy or any of its Affiliates (other than an IPC Company); (g) any net refund of amounts under IPC’s purchased gas adjustment (“PGA”) rider ordered by the ICC, whether effected by adjustment of any PGA factor or otherwise, in any PGA reconciliation proceeding relating to any portion of the period from January 1, 2001 to December 31, 2004, to the extent that payments or PGA adjustments required to be made by IPC pursuant to such order exceed the reserve established for potential liability in such pro- ceeding proceeding as reflected in the calculation of the Final Adjusted Working Capital; or any disal- lowance disallowance by the ICC of IPC’s gas costs or investment relating to events prior to the Closing at the Hillsboro gas storage field whether such disallowance shall be provided for in any PGA case (“working gas”) or in a gas rate case (“cushion gas”), but only to the extent that such disallowance is not due to any imprudence by IPC after the Closing; provided, however, that the Seller Indemnitors’ liability under this Section 9.1(g) with respect to any such refund or disallowance shall be equal to 50% of such refund or disallowance. With respect to indemni- fication indemnification required under Section 9.1(g), such indemnification shall be required notwithstand- ing notwithstanding the fact that the applicable order is subject to appeal, whether or not the full amount that IPC is required to pay or reflect in adjusted PGA rates under such order has been paid. In the event that the amount of IPC’s liability pursuant to such order is later reduced or increased, as a result of appeal or otherwise, IPC shall refund the amount of such reduction to Dynegy, or Dynegy shall pay IPC the amount of such increase, as applicable; (h) the litigation described in item 3 of Schedule 3.9; or (i) the matters referred to in Schedule 5.19.

Obligations of Dynegy. Effective as of the Closing, the Seller In- demnitors Indemnitors shall jointly and severally (subject to the last sentence of this Section) indemnify, reimburse and hold harmless each Purchaser Group Member from and against any and all Indemnifiable Losses due to: (a) any breach of or inaccuracy in any of the representations and warranties made by any Dynegy Party, when made or at the Closing, in or pursuant to this Agreement (without regard to any qualifications as to materiality or Material Adverse Effect, except as provided in Section 9.9); (b) any breach or nonperformance of any of the covenants or obligations of any Dynegy Party contained in this Agreement; (c) the Generation Liabilities; (d) the Excluded Environmental Matters; (e) any liability related to the Xxxxxx Tilton Assets; (f) any obligation of any IPC Company as a guarantor of guaraxxxx xf any underlying obligation of Dynegy or any of its Affiliates (other than an IPC Company); (g) any net refund of amounts under IPC’s 's purchased gas adjustment (“"PGA”") rider ordered by the ICC, whether effected by adjustment of any PGA factor or otherwise, in any PGA reconciliation proceeding relating to any portion of the period from January 1, 2001 to December 31, 2004, to the extent that payments or PGA adjustments required to be made by IPC pursuant to such order exceed the reserve established for potential liability in such pro- ceeding proceeding as reflected in the calculation of the Final Adjusted Working Capital; or any disal- lowance disallowance by the ICC of IPC’s 's gas costs or investment relating to events prior to the Closing at the Hillsboro gas storage field whether such disallowance shall be provided for in any PGA case (“"working gas”") or in a gas rate case (“"cushion gas”"), but only to the extent that such disallowance is not due to any imprudence by IPC after the Closing; provided, however, that the Seller Indemnitors’ ' liability under this Section 9.1(g) with respect to any such refund or disallowance shall be equal to 50% of such refund or disallowance. With respect to indemni- fication indemnification required under Section 9.1(g), such indemnification shall be required notwithstand- ing notwithstanding the fact that the applicable order is subject to appeal, whether or not the full amount that IPC is required to pay or reflect in adjusted PGA rates under such order has been paid. In the event that the amount of IPC’s 's liability pursuant to such order is later reduced or increased, as a result of appeal or otherwise, IPC shall refund the amount of such reduction to Dynegy, or Dynegy shall pay IPC the amount of such increase, as applicable; (h) the litigation described in item 3 of Schedule 3.9; or (i) the matters referred to in Schedule 5.19.