Common use of Purchaser Claims Clause in Contracts

Purchaser Claims. ComEd will indemnify and hold harmless ---------------- Purchaser and its Affiliates, and each of their officers, directors, employees, partners, attorneys, agents and successors and assigns (collectively, the "PURCHASER GROUP"), from and against all damages, claims, losses, fines, penalties, liabilities and expenses, including reasonable legal, accounting and other expenses, which arise out of or relate to the following (collectively, "PURCHASER CLAIMS"): (1) any breach by ComEd of any of its covenants in this Agreement or any failure of ComEd to perform any of its obligations in this Agreement; (2) any breach of any warranty or the inaccuracy of any representation of ComEd contained in this Agreement (excluding Section 3.15 ------------ (Environmental Matters)) or any breach of the certificate delivered by ComEd pursuant to Section 7.1 (Compliance With Provisions) as to which a ----------- Notice of Claim is received by ComEd prior to the first anniversary of the Closing Date; and (3) any Excluded Liabilities; provided, however, that ComEd shall be required to indemnify and hold harmless under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser -------------- Claims) with respect to Purchaser Claims incurred by the Purchaser Group only to the extent that the aggregate amount of such Purchaser Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess); and provided further, that the aggregate liability of ComEd under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser Claims) shall not exceed -------------- twenty percent (20%) of the Purchase Price. For purposes of computing the amount of any indemnification payment under this Section 6.2 (Indemnification by ----------- ComEd), any such indemnification payment shall be treated as an adjustment to the Purchase Price for all Tax purposes.

Purchaser Claims. ComEd will (a) Seller shall indemnify and hold harmless ---------------- Purchaser Purchasers, their successors and its Affiliatesassigns, against, and each of their officers, directors, employees, partners, attorneys, agents in respect of: (i) Any and successors and assigns (collectively, the "PURCHASER GROUP"), from and against all damages, claims, losses, finesliabilities, penaltiescosts, and expenses incurred or suffered by Purchasers that result from, relate to, or arise out of: (A) any and all liabilities and expensesobligations of Seller of any nature whatsoever, including reasonable legal, accounting and other expenses, which arise out of or relate to except for the following (collectively, "PURCHASER CLAIMS"):Assumed Liabilities; (1B) any breach failure by ComEd of Seller to carry out any of its covenants in this Agreement covenant or any failure of ComEd to perform any of its obligations agreement contained in this Agreement; (2C) except as otherwise provided in Section 9.1, any misrepresentation or breach of any warranty or the inaccuracy of any representation of ComEd by Seller contained in this Agreement Agreement, the Disclosure Memorandum, or any certificate, furnished to Purchasers by Seller pursuant hereto; or (excluding D) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to Purchasers from any matter set forth in subsection (i) above. (b) Notwithstanding the foregoing, Seller shall have no liability (for indemnification or otherwise) with respect to Section 3.15 ------------ 8.1(a)(i)(C) (Environmental Mattersand Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) or any breach unless and until the aggregate liability of the certificate delivered by ComEd pursuant to Section 7.1 (Compliance With Provisions) as to which a ----------- Notice of Claim is received by ComEd prior to Seller thereunder exceeds $500,000, whereupon Seller shall have liability for such indemnification from the first anniversary of the Closing Date; and (3) any Excluded Liabilitiesdollar as if such threshold did not exist; provided, however, that ComEd shall be required to indemnify and hold harmless under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser -------------- Claims) liabilities arising with respect to Purchaser Claims incurred Sections 3.1 through 3.4, 3.5(a), 3.5(b), 3.5(c), 3.7(g), and 3.8 through 3.10 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto. (c) The amount of any liability of Seller under this Section 8.1 shall be computed net of any tax benefit to Purchasers from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by Purchasers with respect to the Purchaser Group matter out of which such liability arose. (d) The representations and warranties of Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for the periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after sixty days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1, through 3.4, 3.5(a), 3.5(b), and 3.5(c) and Section 3.7(g) and any obligations arising pursuant to the Deeds shall survive until the expiration of any applicable statues of limitation provided by law; and (iii) all other representations and warranties of Seller shall be of no further force and effect after two years from the date of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (e) The covenants contained in Section 4.1 through 4.4 and 4.11 and liability therefor shall survive the Closing. After the Closing, Purchasers may not assert any claim against Seller for breach of any covenant contained in any other Section of Article IV and all such claims shall be deemed to be waived as a result of the Closing. (f) Purchasers shall provide written notice to Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar Purchasers' ability to assert any such claim except to the extent that the aggregate amount of such Purchaser Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess); and provided furtherSeller is actually prejudiced thereby. Purchasers shall use their reasonable best efforts to mitigate any damages, that the aggregate expenses, etc. resulting from any matter giving rise to liability of ComEd under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser Claims) shall not exceed -------------- twenty percent (20%) of the Purchase Price. For purposes of computing the amount of any indemnification payment Seller under this Section 6.2 (Indemnification by ----------- ComEd), any such indemnification payment shall be treated as an adjustment to the Purchase Price for all Tax purposesArticle.

Purchaser Claims. ComEd will (a) Seller shall indemnify and hold harmless ---------------- Purchaser Purchaser, its successors and its Affiliatesassigns, against, and each of their officers, directors, employees, partners, attorneys, agents in respect of: (i) Any and successors and assigns (collectively, the "PURCHASER GROUP"), from and against all damages, claims, losses, finesliabilities, penaltiescosts, and expenses incurred or suffered by Purchaser that result from, relate to, or arise out of: (A) any and all liabilities and expensesobligations of Seller of any nature whatsoever, including reasonable legal, accounting and other expenses, which arise out of or relate to except for the following (collectively, "PURCHASER CLAIMS"):Assumed Liabilities; (1B) any breach failure by ComEd of Seller to carry out any of its covenants in this Agreement covenant or any failure of ComEd to perform any of its obligations agreement contained in this Agreement; (2C) any misrepresentation or breach of any warranty or the inaccuracy of any representation of ComEd by Seller contained in this Agreement (excluding Section 3.15 ------------ (Environmental Matters)) Agreement, the Disclosure Memorandum, or any breach certificate, furnished to Purchaser by Seller pursuant hereto; (D) any liability to Purchaser resulting from the failure to obtain consents from the other parties to Minor Contracts; or (E) any claim by any Person for any brokerage or finder's fee or commission in respect of the certificate delivered by ComEd pursuant transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to Section 7.1 (Compliance With Provisions) as to which a ----------- Notice of Claim is received by ComEd prior to the first anniversary any of the Closing Date; andforegoing including all such expenses reasonably incurred in mitigating any damages resulting to Purchaser from any matter set forth in subsection (i) above. (3b) any Excluded Liabilities; providedNotwithstanding the foregoing, however, that ComEd Seller shall be required to indemnify and hold harmless under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser -------------- Claims) have no liability for indemnification or otherwise with respect to Purchaser Claims incurred by Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the Purchaser Group extent the items covered thereby relate back to Section 8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $125,000 and then only to the extent that the aggregate amount liability of Seller thereunder exceeds such Purchaser Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess)amount; and provided furtherprovided, however, that liabilities arising with respect to Sections 3.1 through 3.4 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto. In no event shall the aggregate liability of ComEd Seller under clause (2) of this Section 6.2(a8.1(a)(i)(C) (Indemnification by ComEd--Purchaser Claimsand Section 8.1(a)(ii) shall not to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) exceed -------------- twenty percent $3 million. (20%c) of the Purchase Price. For purposes of computing the The amount of any indemnification payment liability of Seller under this Section 6.2 8.1 shall be computed net of any tax benefit to Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by Purchaser with respect to the matter out of which such liability arose. (Indemnification d) The representations and warranties of Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by ----------- ComEd)or on behalf of Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for the periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after 60 days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1, through 3.4 and Section 3.7(g) shall survive until the expiration of any applicable statues of limitation provided by law; and (iii) all other representations and warranties of Seller shall be of no further force and effect after eighteen months from the date of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such indemnification payment extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (e) Purchaser may not assert any claim against Seller for breach of any covenant contained in Article IV (except for Sections 4.1, 4.3, 4.4, 4.5 and 4.11) and all such claims shall be treated deemed to be waived as an adjustment a result of the Closing. The other covenants contained in Article IV and liability therefor shall survive the Closing. (f) Purchaser shall provide written notice to Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar Purchaser's ability to assert any such claim except to the Purchase Price for all Tax purposesextent that Seller is actually prejudiced thereby. Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of Seller under this Article.

Purchaser Claims. ComEd will (a) Seller shall indemnify and hold harmless ---------------- Purchaser Purchaser, its successors and its Affiliatesassigns, against, and each of their officers, directors, employees, partners, attorneys, agents in respect of: (i) Any and successors and assigns (collectively, the "PURCHASER GROUP"), from and against all damages, claims, losses, finesliabilities, penaltiescosts, and expenses incurred or suffered by Purchaser that result from, relate to, or arise out of: (A) any and all liabilities and expensesobligations of Seller of any nature whatsoever, including reasonable legal, accounting and other expenses, which arise out of or relate to except for the following (collectively, "PURCHASER CLAIMS"):Assumed Liabilities; (1B) any breach failure by ComEd of Seller to carry out any of its covenants in this Agreement covenant or any failure of ComEd to perform any of its obligations agreement contained in this Agreement; (2C) any misrepresentation or breach of any warranty or the inaccuracy of any representation of ComEd by Seller contained in this Agreement (excluding Section 3.15 ------------ (Environmental Matters)) Agreement, the Disclosure Memorandum, or any breach certificate, furnished to Purchaser by Seller pursuant hereto; or (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the certificate delivered by ComEd pursuant transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to Section 7.1 (Compliance With Provisions) as to which a ----------- Notice of Claim is received by ComEd prior to the first anniversary any of the Closing Date; andforegoing including all such expenses reasonably incurred in mitigating any damages resulting to Purchaser from any matter set forth in subsection (i) above. (3b) any Excluded Liabilities; providedNotwithstanding the foregoing, however, that ComEd Seller shall be required to indemnify and hold harmless under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser -------------- Claims) have no liability for indemnification or otherwise with respect to Purchaser Claims incurred by Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the Purchaser Group extent the items covered thereby relate back to Section 8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $250,000 and then only to the extent that the aggregate amount liability of Seller thereunder exceeds such Purchaser Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess)amount; and provided furtherprovided, however, that liabilities arising with respect to Sections 3.1 through 3.4 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto. In no event shall the aggregate liability of ComEd Seller under clause Section 8.1(a)(i)(C) (2and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) exceed $5,000,000. (c) The amount of any liability of Seller under this Section 8.1 shall be computed net of any tax benefit to Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by Purchaser with respect to the matter out of which such liability arose. (d) The representations and warranties of Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for the periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after thirty days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1 through 3.4 and Section 3.7(g) shall survive until the expiration of any applicable statues of limitation provided by law; and (iii) all other representations and warranties of Seller shall be of no further force and effect after one year from the date of the Closing. Anything to the contrary notwithstanding, (i) to the extent that Seller intentionally and actively concealed a breach of a representation or warranty, the underlying representation or warranty shall survive until the expiration of any applicable statutes of limitations provided by law, and (ii) the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (e) Except for claims arising under Sections 4.1, 4.3, 4.4, and 4.11 which shall survive the Closing, Purchaser may not assert any claim against Seller for breach of any covenant contained in Article IV following the Closing. (f) Purchaser shall provide written notice to Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar Purchaser's ability to assert any such claim except to the extent that Seller is actually prejudiced thereby. Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of Seller under this Article. (g) Notwithstanding any other provision of this Section 6.2(a) (Indemnification by ComEd--Purchaser Claims) Article VIII, the aggregate principal amount of the obligation of Seller under this Article VIII shall not exceed -------------- twenty percent (20%) of the Purchase Price. For purposes of computing gross proceeds actually received by the amount of any indemnification payment under Seller in connection with this Section 6.2 (Indemnification by ----------- ComEd), any such indemnification payment shall be treated as an adjustment to Agreement and the Purchase Price for all Tax purposestransaction contemplated hereby.

Purchaser Claims. ComEd will (a) Seller shall indemnify and hold harmless ---------------- Purchaser Purchaser, its successors and its Affiliatesassigns, against, and each of their officers, directors, employees, partners, attorneys, agents in respect of: (i) Any and successors and assigns (collectively, the "PURCHASER GROUP"), from and against all damages, claims, losses, finesliabilities, penaltiescosts, and expenses incurred or suffered by Purchaser that result from, relate to, or arise out of: (A) any and all liabilities and expensesobligations of Seller of any nature whatsoever, including reasonable legal, accounting and other expenses, which arise out of or relate to except for the following (collectively, "PURCHASER CLAIMS"):Assumed Liabilities; (1B) any breach failure by ComEd of Seller to carry out any of its covenants in this Agreement covenant or any failure of ComEd to perform any of its obligations agreement contained in this Agreement; (2C) any misrepresentation or breach of any warranty or the inaccuracy of any representation of ComEd by Seller contained in this Agreement (excluding Section 3.15 ------------ (Environmental Matters)) Agreement, the Disclosure Memorandum, or any breach certificate, furnished to Purchaser by Seller pursuant hereto; or (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the certificate delivered by ComEd pursuant transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to Section 7.1 (Compliance With Provisions) as to which a ----------- Notice of Claim is received by ComEd prior to the first anniversary any of the Closing Date; andforegoing including all such expenses reasonably incurred in mitigating any damages resulting to Purchaser from any matter set forth in subsection (i) above. (3b) any Excluded Liabilities; providedNotwithstanding the foregoing, however, that ComEd Seller shall be required to indemnify and hold harmless under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser -------------- Claims) have no liability for indemnification or otherwise with respect to Purchaser Claims incurred by Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the Purchaser Group extent the items covered thereby relate back to Section 8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $300,000.00 and then only to the extent that the aggregate amount liability of Seller thereunder exceeds such Purchaser Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess)amount; and provided furtherprovided, however, that liabilities arising with respect to Sections 3.1 through 3.4 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto. In no event shall the aggregate liability of ComEd Seller under clause Section 8.1(a)(i)(C) (2and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) exceed $4,375,000.00; provided, however, that liabilities arising with respect to Sections 3.1 through 3.4 hereof shall not be subject to the foregoing cap and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto. (c) The amount of any liability of Seller under this Section 8.1 shall be computed net of any insurance proceeds received by Purchaser with respect to the matter out of which such liability arose. (d) The representations and warranties of Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for the periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after sixty days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1 through 3.4 and Section 3.7 shall survive until the expiration of any applicable statues of limitation provided by law; and (iii) all other representations and warranties of Seller shall be of no further force and effect after one year from the date of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (e) Except for claims arising under Sections 4.1, 4.3, 4.4, and 4.10 which shall survive the Closing, Purchaser may not assert any claim against Seller for breach of any other covenant contained in Article IV after six months from the date of Closing. (f) Purchaser shall provide written notice to Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar Purchaser's ability to assert any such claim except to the extent that Seller is actually prejudiced thereby. Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of Seller under this Article. (g) Notwithstanding any other provision of this Section 6.2(a) (Indemnification by ComEd--Purchaser Claims) Article VIII, the aggregate principal amount of the obligation of Seller under this Article VIII shall not exceed -------------- twenty percent (20%) of the Purchase Price. For purposes of computing gross proceeds actually received by the amount of any indemnification payment under Seller in connection with this Section 6.2 (Indemnification by ----------- ComEd), any such indemnification payment shall be treated as an adjustment to Agreement and the Purchase Price for all Tax purposestransaction contemplated hereby.

Purchaser Claims. ComEd will (a) Seller shall indemnify and hold harmless ---------------- Purchaser Purchaser, its successors and its Affiliatesassigns, against, and each of their officers, directors, employees, partners, attorneys, agents in respect of: (i) Any and successors and assigns (collectively, the "PURCHASER GROUP"), from and against all damages, claims, losses, finesliabilities, penaltiescosts, and expenses incurred or suffered by Purchaser that result from, relate to, or arise out of: (A) any and all liabilities and expensesobligations of Seller of any nature whatsoever, including reasonable legal, accounting and other expenses, which arise out of or relate to except for the following (collectively, "PURCHASER CLAIMS"):Assumed Liabilities; (1B) any breach by ComEd of lien, charge or encumbrance on any of its covenants in this Agreement or the Assets (except Owned Real Property) other than the Permitted Encumbrances; (C) any failure of ComEd by Seller to perform carry out any of its obligations covenant or agreement contained in this Agreement; (2D) any misrepresentation or breach of any warranty or the inaccuracy of any representation of ComEd by Seller contained in this Agreement (excluding Section 3.15 ------------ (Environmental Matters)) Agreement, the Disclosure Memorandum, or any breach certificate, furnished to Purchaser by Seller pursuant hereto; or (E) any claim by any Person for any brokerage or finder's fee or commission in respect of the certificate delivered by ComEd pursuant transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to Section 7.1 (Compliance With Provisions) as to which a ----------- Notice of Claim is received by ComEd prior to the first anniversary any of the Closing Date; andforegoing including all such expenses reasonably incurred in mitigating any damages resulting to Purchaser from any matter set forth in subsection (i) above. (3b) any Excluded Liabilities; providedNotwithstanding the foregoing, however, that ComEd Seller shall be required to indemnify and hold harmless under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser -------------- Claims) have no liability for indemnification or otherwise with respect to Purchaser Claims incurred by Section 8.1(a)(i)(D) (and Section 8.1(a)(ii) to the Purchaser Group extent the items covered thereby relate back to Section 8.1(a)(i)(D)) until the aggregate liability of Seller thereunder exceeds $105,000 and then only to the extent that the aggregate amount liability of Seller thereunder exceeds such Purchaser Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess)amount; and provided furtherprovided, however, that liabilities arising with respect to Sections 3.1 through 3.4 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto. In no event shall the aggregate liability of ComEd Seller under clause Section 8.1(a)(i)(D) (2and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(D)) exceed $1,050,000. (c) The amount of any liability of Seller under this Section 8.1 shall be computed net of any tax benefit to Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by Purchaser with respect to the matter out of which such liability arose. (d) The representations and warranties of Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for the periods specified below ("Survival Period"): (i) the representations and warranties contained in Sections 3.1 through 3.4 and Section 3.7(f) shall survive until the expiration of any applicable statues of limitation provided by law; and (ii) all other representations and warranties of Seller shall be of no further force and effect after one year from the date of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (e) Purchaser may not assert any claim against Seller for breach of any covenant contained in Article IV (except for Sections 4.1, 4.3 and 4.4(c)) and all such claims shall be deemed to be waived as a result of the Closing. The other covenants contained in Article IV and liability therefor shall survive the Closing. (f) Purchaser shall provide written notice to Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar Purchaser's ability to assert any such claim except to the extent that Seller is actually prejudiced thereby. Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of Seller under this Article. (g) Notwithstanding any other provision of this Section 6.2(a) (Indemnification by ComEd--Purchaser Claims) Article VIII, the aggregate principal amount of the obligation of Seller under this Article VIII shall not exceed -------------- twenty percent (20%) of the Purchase Price. For purposes of computing gross proceeds actually received by the amount of any indemnification payment under Seller in connection with this Section 6.2 (Indemnification by ----------- ComEd), any such indemnification payment shall be treated as an adjustment to Agreement and the Purchase Price for all Tax purposestransaction contemplated hereby.

Purchaser Claims. ComEd will (a) Seller shall indemnify and hold harmless ---------------- Purchaser Purchaser, its successors and its Affiliatesassigns, against, and each of their officers, directors, employees, partners, attorneys, agents in respect of: (i) Any and successors and assigns (collectively, the "PURCHASER GROUP"), from and against all damages, claims, losses, finesliabilities, penaltiescosts, and expenses incurred or suffered by Purchaser that result from, relate to, or arise out of: (A) any and all liabilities and expensesobligations of Seller of any nature whatsoever, including reasonable legal, accounting and other expenses, which arise out of or relate to except for the following (collectively, "PURCHASER CLAIMS"):Assumed Liabilities; (1B) any breach failure by ComEd of Seller to carry out any of its covenants in this Agreement covenant or any failure of ComEd to perform any of its obligations agreement contained in this Agreement; (2C) any misrepresentation or breach of any warranty or the inaccuracy of any representation of ComEd by Seller contained in this Agreement (excluding Section 3.15 ------------ (Environmental Matters)) Agreement, the Disclosure Memorandum, or any breach certificate, furnished to Purchaser by Seller pursuant hereto; or (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the certificate delivered by ComEd pursuant transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to Section 7.1 (Compliance With Provisions) as to which a ----------- Notice of Claim is received by ComEd prior to the first anniversary any of the Closing Date; andforegoing including all such expenses reasonably incurred in mitigating any damages resulting to Purchaser from any matter set forth in subsection (i) above. (3b) any Excluded Liabilities; providedNotwithstanding the foregoing, however, that ComEd Seller shall be required to indemnify and hold harmless under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser -------------- Claims) have no liability for indemnification or otherwise with respect to Purchaser Claims incurred by Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the Purchaser Group extent the items covered thereby relate back to Section 8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $125,000 and then only to the extent that the aggregate amount liability of Seller thereunder exceeds such Purchaser Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess)amount; and provided furtherprovided, however, that liabilities arising with respect to Sections 3.1 through 3.4 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto. In no event shall the aggregate liability of ComEd Seller under clause Section 8.1(a)(i)(C) (2and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) exceed $3,000,000. (c) The amount of any liability of Seller under this Section 8.1 shall be computed net of any tax benefit to Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by Purchaser with respect to the matter out of which such liability arose. (d) The representations and warranties of Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for the periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after sixty days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1 through 3.4 and Section 3.7(g) shall survive until the expiration of any applicable statues of limitation provided by law; and (iii) all other representations and warranties of Seller shall be of no further force and effect after one year from the date of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (e) Purchaser may not assert any claim against Seller for breach of any covenant contained in Article IV (except for Sections 4.1, 4.3, 4.4, and 4.11) and all such claims shall be deemed to be waived as a result of the Closing. The other covenants contained in Sections 4.1, 4.3, 4.4 and 4.11 and liability therefor shall survive the Closing. (f) Purchaser shall provide written notice to Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar Purchaser's ability to assert any such claim except to the extent that Seller is actually prejudiced thereby. Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of Seller under this Article. (g) Notwithstanding any other provision of this Section 6.2(a) (Indemnification by ComEd--Purchaser Claims) Article VIII, the aggregate principal amount of the obligation of Seller under this Article VIII shall not exceed -------------- twenty percent (20%) of the Purchase Price. For purposes of computing gross proceeds actually received by the amount of any indemnification payment under Seller in connection with this Section 6.2 (Indemnification by ----------- ComEd), any such indemnification payment shall be treated as an adjustment to Agreement and the Purchase Price for all Tax purposestransaction contemplated hereby.

Purchaser Claims. ComEd will (a) Seller shall indemnify and hold harmless ---------------- Purchaser Purchaser, its successors and its Affiliatesassigns, against, and each of their officers, directors, employees, partners, attorneys, agents in respect of: (i) Any and successors and assigns (collectively, the "PURCHASER GROUP"), from and against all damages, claims, losses, finesliabilities, penaltiescosts, and expenses incurred or suffered by Purchaser that result from, relate to, or arise out of: (A) any and all liabilities and expensesobligations of Seller of any nature whatsoever, including reasonable legal, accounting and other expenses, which arise out of or relate to except for the following (collectively, "PURCHASER CLAIMS"):Assumed Liabilities; (1B) any breach failure by ComEd of Seller to carry out any of its covenants in this Agreement covenant or any failure of ComEd to perform any of its obligations agreement contained in this Agreement; (2C) any misrepresentation or breach of any warranty or the inaccuracy of any representation of ComEd by Seller contained in this Agreement (excluding Section 3.15 ------------ (Environmental Matters)) Agreement, the Disclosure Memorandum, or any breach certificate, furnished to Purchaser by Seller pursuant hereto; or (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the certificate delivered by ComEd pursuant transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to Section 7.1 (Compliance With Provisions) as to which a ----------- Notice of Claim is received by ComEd prior to the first anniversary any of the Closing Date; andforegoing including all such expenses reasonably incurred in mitigating any damages resulting to Purchaser from any matter set forth in subsection (i) above. (3b) any Excluded Liabilities; providedNotwithstanding the foregoing, however, that ComEd Seller shall be required to indemnify and hold harmless under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser -------------- Claims) have no liability for indemnification or otherwise with respect to Purchaser Claims incurred by Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the Purchaser Group extent the items covered thereby relate back to Section 8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $17,500 and then only to the extent that the aggregate amount liability of Seller thereunder exceeds such Purchaser Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess)amount; and provided furtherprovided, however, that liabilities arising with respect to Sections 3.1 through 3.4 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto. In no event shall the aggregate liability of ComEd Seller under clause Section 8.1(a)(i)(C) (2and Section 8.1 (a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) exceed $500,000. (c) The amount of any liability of Seller under this Section 8.1 shall be computed net of any tax benefit to Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by Purchaser with respect to the matter out of which such liability arose. (d) The representations and warranties of Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for the periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after thirty days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1, through 3.4 and Section 3.8(g) shall survive until the expiration of any applicable statues of limitation provided by law; and (iii) all other representations and warranties of Seller shall be of no further force and effect after one year from the date of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (e) Purchaser may not assert any claim against Seller for breach of any covenant contained in Article IV (except for Sections 4.1, 4.3, 4.4, and 4.11) and all such claims shall be deemed to be waived as a result of the Closing. The other covenants contained in Article IV and liability therefor shall survive the Closing. (f) Purchaser shall provide written notice to Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar Purchaser's ability to assert any such claim except to the extent that Seller is actually prejudiced thereby. Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of Seller under this Article. (g) Notwithstanding any other provision of this Section 6.2(a) (Indemnification by ComEd--Purchaser Claims) Article VIII, the aggregate principal amount of the obligation of Seller under this Article VIII shall not exceed -------------- twenty percent (20%) of the Purchase Price. For purposes of computing gross proceeds actually received by the amount of any indemnification payment under Seller in connection with this Section 6.2 (Indemnification by ----------- ComEd), any such indemnification payment shall be treated as an adjustment to Agreement and the Purchase Price for all Tax purposestransaction contemplated hereby.

Purchaser Claims. ComEd will indemnify Subject to Section 3.3(b), Section 7.1(b), Section 7.3(a) and Section 7.5(a), from and after the Closing, Seller and Dynegy shall indemnify, defend and hold harmless ---------------- Purchaser and Purchaser, its Affiliates, Affiliates and each of their respective officers, directors, employees, partners, attorneys, agents agents, representatives and successors and assigns (collectively, the "PURCHASER GROUP"), “Purchaser Group”) from and against any and all demands, suits, penalties, obligations, damages, claims, losses, finesliabilities, penaltiespayments, liabilities costs and expensesexpenses (“Losses”), including reasonable legal, accounting and other expensesfees and expenses in connection therewith and costs and expenses incurred in connection with investigations and settlement proceedings, which arise out of of, are in connection with or relate to the following (collectively, "PURCHASER CLAIMS"):“Purchaser Claims”), in each case excluding Losses to the extent caused by the sole, joint or concurrent negligence of any Person included in the Purchaser Group but including such Losses to the extent that they are caused by the sole, joint or concurrent negligence, strict liability or other fault of any Person not included in the Purchaser Group: (1i) any breach by ComEd or violation of any covenant, obligation or agreement of its covenants in this Agreement Seller or any failure of ComEd to perform any of its obligations Dynegy set forth in this Agreement; (2ii) any breach of any warranty or the inaccuracy of any representation of ComEd contained the representations or warranties made by Seller or Dynegy in this Agreement or any of the Ancillary Agreements, whether such representation or warranty is made as of the Effective Date or the Closing Date or in any certificate to be delivered by Seller or Dynegy pursuant hereto; provided, that for purposes of determining the amount of Losses sustained or incurred thereby, for purposes of this Section 7.1(a), such representations and warranties shall be interpreted without giving effect to the words “material”, “materially”, “Material Adverse Effect”, or words of similar effect; (excluding iii) Seller’s ownership, operation or use of any of the Excluded Assets or Seller’s employment or termination of employment of any Employee or Former Employee; (iv) the Excluded Liabilities (including any Environmental Condition, Environmental Claim, or Environmental Liability described as an Excluded Liability in Section 3.15 ------------ (Environmental Matters)2.4(a) or Section 2.4(e), and including any breach Third Party Claim relating to, in connection with or arising out of the certificate delivered by ComEd pursuant ownership, operation or use of any of the Purchased Assets, to Section 7.1 (Compliance With Provisions) as the extent relating to which a ----------- Notice any period of Claim is received by ComEd time on or prior to the first anniversary Closing Date or any other matter relating to the Business or the Purchased Assets, to the extent relating to any period of time on or prior to the Closing Date); (v) without limiting the obligations under Section 7.1(a)(iv), payment of any Tax relating to Purchased Asset not located on the approximately 20.37 acre parcel of land upon which the Project is located, near Sulphur, Louisiana, to the extent that such Tax relates to any period prior to the Closing Date; andor (3vi) any Excluded Liabilities; provided, however, that ComEd shall be required to indemnify and hold harmless under clause (2) Third Party Claim of this Section 6.2(a) (Indemnification by ComEd--Purchaser -------------- Claims) with respect to Purchaser Claims incurred by the Purchaser Group only to the extent that the aggregate amount of such Purchaser Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess); and provided further, that the aggregate liability of ComEd under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser Claims) shall not exceed -------------- twenty percent (20%) of the Purchase Price. For purposes of computing the amount of any indemnification payment under this Section 6.2 (Indemnification by ----------- ComEd), any such indemnification payment shall be treated as an adjustment to the Purchase Price for all Tax purposesintellectual property infringement.

Purchaser Claims. ComEd will (a) Sellers shall jointly and severally indemnify and hold harmless ---------------- Purchaser Purchaser, its stockholders and its Affiliatesaffiliates, and each of their respective officers, directors, employeesemployees and agents, partners, attorneys, agents and the successors and assigns of each of the foregoing, against, and in respect of: (i) Any and all claims, damages, losses, liabilities, costs, and expenses (collectively, "Losses") incurred or suffered by Purchaser, Purchaser's stockholders and affiliates, and their respective officers, directors, employees and agents, and the successors and assigns of each of the foregoing (collectively, the "PURCHASER GROUPPurchaser Indemnitees")) that result from, from and against all damagesrelate to, claims, losses, fines, penalties, liabilities and expenses, including reasonable legal, accounting and other expenses, which or arise out of or relate to the following (collectively, "PURCHASER CLAIMS"): (1) any breach by ComEd of any of its covenants in this Agreement or any failure of ComEd to perform any of its obligations in this Agreement; (2A) any breach of or failure by any warranty Seller to carry out any covenant or the inaccuracy of any representation of ComEd agreement contained in this Agreement any Seller Transaction Document; (excluding Section 3.15 ------------ (Environmental Matters)B) or any breach of a representation or warranty by any Seller contained in any Seller Transaction Document; (C) any claim by any Person for any brokerage or finder's fee or commission in respect of the certificate delivered by ComEd pursuant transactions contemplated hereby as a result of the dealings, agreement, or arrangement of any Seller or any of their respective affiliates; (D) any liability of any Seller that is not an Assumed Liability; and (E) any asset of any Seller that is not an Acquired Asset. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, amounts paid in settlement and reasonable legal and accounting fees and expenses) incident to Section 7.1 (Compliance With Provisions) as to which a ----------- Notice any of Claim is received by ComEd prior the foregoing, including without limitation all such expenses reasonably incurred in mitigating any damages resulting to the first anniversary Purchaser Indemnitees from any matter set forth in subsection (i) above. (b) Sellers shall have no liability for indemnification or otherwise with respect to a breach of the Closing Date; and (3representation contained in Section 3.15(b) any Excluded Liabilities; provided, however, in connection with a particular Lease to the extent that ComEd shall be required to indemnify and hold harmless the Purchaser has waived compliance with the closing condition under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser -------------- Claims6.1(l) with respect to Purchaser Claims incurred by such Lease. Sellers shall have no liability for indemnification or otherwise with respect to Section 7.1(a)(i)(B) (and Section 7.1(a)(ii) to the Purchaser Group extent the items covered thereby relate back to Section 7.1(a)(i)(B)) until the aggregate liability of the Sellers thereunder exceeds $250,000 and then only to the extent that the aggregate amount liability of the Sellers hereunder exceeds such Purchaser Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess)amount; and provided furtherprovided, however, that the aggregate liability of ComEd under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser Claims) shall not exceed -------------- twenty percent (20%) of the Purchase Price. For purposes of computing the amount of any indemnification payment under this Section 6.2 (Indemnification by ----------- ComEd), any such indemnification payment shall be treated as an adjustment liabilities arising with respect to the Purchase Price for all Tax purposes.Sections 3.1 through

Purchaser Claims. ComEd will (a) Seller shall defend, indemnify and hold harmless ---------------- Purchaser and its Affiliates, and each of their officers, directors, employeesagents, partners, attorneys, agents employees and Affiliates and Purchaser's successors and assigns (collectively, the "PURCHASER GROUPPurchaser Parties"), against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by Purchaser Parties that result from, relate to, or arise out of: (A) any and all liabilities and obligations of Seller of any nature whatsoever, except for the Assumed Liabilities; (B) any failure by Seller to carry out any covenant or agreement contained in this Agreement or liability related to noncompliance with any bulk sales laws; (C) any misrepresentation or breach of warranty by Seller contained in this Agreement, the Disclosure Memorandum, or any certificate, furnished to Purchaser by Seller pursuant hereto; or (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to Purchaser Parties from any matter set forth in subsection (i) above. (b) Notwithstanding the foregoing, Seller shall have no liability for indemnification or otherwise with respect to Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $100,000 (at which point the Seller will be obligated to indemnify the Purchaser Parties from and against all damages, claims, losses, fines, penalties, such liabilities and expenses, including reasonable legal, accounting and other expenses, which arise out of or relate relating back to the following (collectively, "PURCHASER CLAIMS"): (1) any breach by ComEd of any of its covenants in this Agreement or any failure of ComEd to perform any of its obligations in this Agreement; (2) any breach of any warranty or the inaccuracy of any representation of ComEd contained in this Agreement (excluding Section 3.15 ------------ (Environmental Matters)) or any breach of the certificate delivered by ComEd pursuant to Section 7.1 (Compliance With Provisions) as to which a ----------- Notice of Claim is received by ComEd prior to the first anniversary of the Closing Date; and (3) any Excluded Liabilities; provided, however, that ComEd shall be required to indemnify and hold harmless under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser -------------- Claims) with respect to Purchaser Claims incurred by the Purchaser Group only to the extent that the aggregate amount of such Purchaser Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess); and provided further, that the aggregate liability of ComEd under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser Claims) shall not exceed -------------- twenty percent (20%) of the Purchase Price. For purposes of computing the amount of any indemnification payment under this Section 6.2 (Indemnification by ----------- ComEd), any such indemnification payment shall be treated as an adjustment to the Purchase Price for all Tax purposes.first

Purchaser Claims. ComEd will indemnify and hold harmless ---------------- Purchaser and its Affiliates, and each of their officers, directors, employees, partners, attorneys, agents and successors and assigns (collectively, the "PURCHASER GROUPPurchaser Group"), from and against all damages, claims, losses, fines, penalties, liabilities and expenses, including reasonable legal, accounting and other expenses, which arise out of or relate to the following (collectively, "PURCHASER CLAIMSPurchaser Claims"): (1) any breach by ComEd of any of its covenants in this Agreement or any failure of ComEd to perform any of its obligations in this Agreement; (2) any breach of any warranty or the inaccuracy of any representation of ComEd contained in this Agreement (excluding Section 3.15 ------------ (Environmental ------------ Matters)) or any breach of the certificate delivered by ComEd pursuant to Section 7.1 (Compliance With Provisions) as to which a ----------- Notice of Claim is ----------- received by ComEd prior to the first anniversary of the Closing Date; and (3) any Excluded Liabilities; provided, however, that ComEd shall be required to indemnify and hold harmless under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser -------------- Claims) with respect to Purchaser Claims incurred by the Purchaser Group only to the extent that the aggregate amount of such Purchaser Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess); and provided further, that the aggregate liability of ComEd under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser Claims) shall not exceed -------------- twenty percent (20%) of the Purchase Price. For purposes of computing the amount of any indemnification payment under this Section 6.2 (Indemnification by ----------- ComEd), any such indemnification payment shall be treated as an adjustment to the Purchase Price for all Tax purposes.