Common use of Survival of Representation and Warranties; Indemnification Clause in Contracts

Survival of Representation and Warranties; Indemnification. (a) The representations and warranties of the Parties contained in Section 2.1 of this Agreement shall survive the Transferred Interest Closing hereunder; (b) The representations and warranties contained in Section 2.2 hereof shall survive until the date that is eighteen (18) months after the Transferred Interest Closing; provided, however, that: (i) the representations and warranties contained in Section 2.3 will survive until the date that is thirty-six (36) months after the Transferred Interest Closing; (ii) The representations and warranties contained in Section 2.4 will survive until the date that is eighteen (18) months after the later to occur of the NMP-3 Site Closing and the Xxxxx-2 Site Closing; and (iii) The representations and warranties contained in Section 2.2(e) will survive until the expiration of the period of the applicable statute of limitations (taking into account any tolling periods and extensions) after the Transferred Interest Closing; (c) The CEG Parties shall jointly and severally defend, indemnify and hold harmless the EDF Release Parties from and against any and all Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by any of the CEG Parties in Article II hereof, or (ii) any breach of any covenant made by any of the CEG Parties hereunder. (d) The EDF Parties shall jointly and severally defend, indemnify and hold harmless the CEG Release Parties from and against any Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by it in Article II hereof, (ii) any breach of any covenant made by it hereunder, or (iii) claims made under the UNE Guarantees. (e) If any Person who has the right to be indemnified under Sections 4.2(c) or 4.2(d) (the “Indemnified Party”) receives notice of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought hereunder (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Section 4.2, the Indemnified Party shall as promptly as practicable provide the party that has agreed to indemnify hereunder (the “Indemnifying Party”) with notice in writing of the Third Party Claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is materially prejudiced as a result thereof. The Indemnifying Party shall be entitled to assume the defense of such Third Party Claim at the expense of the Indemnifying Party; provided that the Indemnifying Party shall not be entitled to assume the defense of a Third Party Claim to the extent that the Indemnified Party reasonably determines that it has defenses, claims or positions that are unique, separate or distinct from the defenses, claims or positions that might be available to other Persons relating to such Third Party Claim (such as jurisdictional defenses). Such defense shall be conducted through counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party is conducting the defense of the Third Party Claim, the Indemnified Party shall be entitled, at its own expense, to retain separate counsel and participate in the defense of such Third Party Claim. The Indemnifying Party will keep the Indemnified Party informed of all material developments relating to or arising in connection with such Third Party Claim. (f) In the event that (i) the Indemnifying Party fails to so assume the defense of any Third Party Claim within 30 days after receipt of notice thereof from the Indemnified Party, or (ii) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual conflicting interests between them, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim and, if such Third Party Claim is one for which the Indemnified Party is entitled to be indemnified under this Section 4.2, such defense of such Third Party Claim shall be at the expense and for the account of the Indemnifying Party. (g) The Indemnifying Party shall be required to obtain the prior written consent of the Indemnified Party before consenting to any judgment, entering into or making any settlement, compromise or discharge of any Third Party Claim or any liability in respect thereof; provided that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party may, without the consent of the Indemnified Party, consent to any judgment, enter into any settlement, compromise or discharge of such Third Party Claim which by its terms obligates the Indemnifying Party to pay all monetary amounts in connection with such Third Party Claim and unconditionally releases the Indemnified Party from all liability in connection with such Third Party Claim and that (i) does not involve any injunctive or other equitable relief which would be imposed against the Indemnified Party. (h) The Indemnified Party shall in no event be entitled to consent to any judgment, entering into or making of any settlement, compromise or discharge of any Third Party Claim or liability in respect thereof without either (i) obtaining the prior written consent of the Indemnifying Party, or (ii) being deemed to have irrevocably waived and released any right to seek indemnification hereunder in respect of such Third Party Claim or liability in respect thereof.

Survival of Representation and Warranties; Indemnification. (a) The representations and warranties of the Parties contained in Section 2.1 of this Agreement shall survive the Transferred Interest Closing hereunder; (b) The representations and warranties contained in Section 2.2 hereof this Agreement or any of the documents delivered at Closing pursuant to Sections 2C, 2N, 3C or 3K shall survive until the date that is eighteen execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and continue in full force and effect, regardless of any investigation made by the Purchaser or on its behalf, for a period of three (183) months years after the Transferred Interest ClosingClosing Date ; providedPROVIDED, howeverHOWEVER, that: that (i) the representations and warranties of the Company contained in the first and second sentences of Section 2.3 will survive 6C, the last sentence of Section 6E, Section 6G, paragraph (b) of Section 6J, the first sentence of paragraph (c) of Section 6K, the second sentence of Section 6L and Section 6N shall continue in full force and effect until the date that is thirty-six (36) months 60 days after the Transferred Interest Closing; (ii) The representations and warranties contained in Section 2.4 will survive until the date that is eighteen (18) months after the later to occur of the NMP-3 Site Closing and the Xxxxx-2 Site Closing; and (iii) The representations and warranties contained in Section 2.2(e) will survive until the expiration of the period of the any applicable statute of limitations (taking into account any waiver or tolling periods and extensions) after the Transferred Interest Closing; (c) The CEG Parties shall jointly and severally defend, indemnify and hold harmless the EDF Release Parties from and against any and all Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by any of the CEG Parties in Article II hereof, or (ii) any breach of any covenant made by any of the CEG Parties hereunder. (d) The EDF Parties shall jointly and severally defend, indemnify and hold harmless the CEG Release Parties from and against any Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by it in Article II hereof, (ii) any breach of any covenant made by it hereunder, or (iii) claims made under the UNE Guarantees. (e) If any Person who has the right to be indemnified under Sections 4.2(c) or 4.2(d) (the “Indemnified Party”) receives notice of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought hereunder (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Section 4.2, the Indemnified Party shall as promptly as practicable provide the party that has agreed to indemnify hereunder (the “Indemnifying Party”thereof) with notice in writing of the Third Party Claimrespect to any Legal Proceeding which may arise thereunder or relate thereto shall have run; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is materially prejudiced as a result thereof. The Indemnifying Party shall be entitled to assume the defense of such Third Party Claim at the expense of the Indemnifying Party; provided that the Indemnifying Party shall not be entitled to assume the defense of a Third Party Claim to the extent that the Indemnified Party reasonably determines that it has defenses, claims or positions that are unique, separate or distinct from the defenses, claims or positions that might be available to other Persons relating to such Third Party Claim (such as jurisdictional defenses). Such defense shall be conducted through counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party is conducting the defense of the Third Party Claim, the Indemnified Party shall be entitled, at its own expense, to retain separate counsel and participate in the defense of such Third Party Claim. The Indemnifying Party will keep the Indemnified Party informed of all material developments relating to or arising in connection with such Third Party Claim. (f) In the event that (i) the Indemnifying Party fails to so assume the defense of any Third Party Claim within 30 days after receipt of notice thereof from the Indemnified Party, or (ii) the Indemnifying Party representations and warranties of the Company contained in Section 6Q shall continue in full force and effect for a period of five (5) years after Closing Date; (iii) the representations and warranties of the Shareholders contained in the first sentence of Section 7A and the Indemnified Party are both named parties first, second and third sentences of Section 7B and (iv) the representations and warranties of the Purchaser contained in the first and second sentences of Section 8B and in Section 5 of the ROV Agreement shall continue in full force and effect until 60 days after any applicable statute of limitations (taking into account any waiver or tolling thereof) with respect to the proceedings and the Indemnified Party any Legal Proceeding which may arise thereunder or relate thereto shall have reasonably concluded that representation run. To the extent the survival periods specified herein exceed an applicable statute of both parties limitations, the provisions of this Section 12D(a) shall constitute a waiver by the same counsel would be inappropriate due to actual conflicting interests between themCompany, the Indemnified Party shall have Shareholders or the right to undertake the defense Purchaser, as applicable, of each such Third Party Claim and, if such Third Party Claim is one for which the Indemnified Party is entitled to be indemnified under this Section 4.2, such defense statute of such Third Party Claim shall be at the expense and for the account of the Indemnifying Partylimitations. (g) The Indemnifying Party shall be required to obtain the prior written consent of the Indemnified Party before consenting to any judgment, entering into or making any settlement, compromise or discharge of any Third Party Claim or any liability in respect thereof; provided that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party may, without the consent of the Indemnified Party, consent to any judgment, enter into any settlement, compromise or discharge of such Third Party Claim which by its terms obligates the Indemnifying Party to pay all monetary amounts in connection with such Third Party Claim and unconditionally releases the Indemnified Party from all liability in connection with such Third Party Claim and that (i) does not involve any injunctive or other equitable relief which would be imposed against the Indemnified Party. (h) The Indemnified Party shall in no event be entitled to consent to any judgment, entering into or making of any settlement, compromise or discharge of any Third Party Claim or liability in respect thereof without either (i) obtaining the prior written consent of the Indemnifying Party, or (ii) being deemed to have irrevocably waived and released any right to seek indemnification hereunder in respect of such Third Party Claim or liability in respect thereof.

Survival of Representation and Warranties; Indemnification. (a) The representations and warranties of the Parties contained in Section 2.1 of this Agreement shall survive the Transferred Interest Closing hereunder; ; 23 (b) The representations and warranties contained in Section 2.2 hereof shall survive until the date that is eighteen (18) months after the Transferred Interest Closing; provided, however, that: : (i) the representations and warranties contained in Section 2.3 will survive until the date that is thirty-six (36) months after the Transferred Interest Closing; ; (ii) The representations and warranties contained in Section 2.4 will survive until the date that is eighteen (18) months after the later to occur of the NMP-3 Site Closing and the Xxxxx-2 Site Closing; and and (iii) The representations and warranties contained in Section 2.2(e) will survive until the expiration of the period of the applicable statute of limitations (taking into account any tolling periods and extensions) after the Transferred Interest Closing; ; (c) The CEG Parties shall jointly and severally defend, indemnify and hold harmless the EDF Release Parties from and against any and all Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by any of the CEG Parties in Article II hereof, or (ii) any breach of any covenant made by any of the CEG Parties hereunder. (d) The EDF Parties shall jointly and severally defend, indemnify and hold harmless the CEG Release Parties from and against any Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by it in Article II hereof, (ii) any breach of any covenant made by it hereunder, or (iii) claims made under the UNE Guarantees. (e) If any Person who has the right to be indemnified under Sections 4.2(c) or 4.2(d) (the “Indemnified Party”) receives notice of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought hereunder (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Section 4.2, the Indemnified Party shall as promptly as practicable provide the party that has agreed to indemnify hereunder (the “Indemnifying Party”) with notice in writing of the Third Party Claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is materially prejudiced as a result thereof. The Indemnifying Party shall be entitled to assume the defense of such Third Party Claim at the expense of the Indemnifying Party; provided that the Indemnifying Party shall not be entitled to assume the defense of a Third Party Claim to the extent that the Indemnified Party reasonably determines that it has defenses, claims or positions that are unique, separate or distinct from the defenses, claims or positions that might be available to other Persons relating to such Third Party Claim (such as jurisdictional defenses). Such defense shall be conducted through counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party is conducting the defense of the Third Party Claim, the Indemnified Party shall be entitled, at its own expense, to retain separate counsel and participate in the defense of such Third Party Claim. The Indemnifying Party will keep the Indemnified Party informed of all material developments relating to or arising in connection with such Third Party Claim.. 24 (f) In the event that (i) the Indemnifying Party fails to so assume the defense of any Third Party Claim within 30 days after receipt of notice thereof from the Indemnified Party, or (ii) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual conflicting interests between them, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim and, if such Third Party Claim is one for which the Indemnified Party is entitled to be indemnified under this Section 4.2, such defense of such Third Party Claim shall be at the expense and for the account of the Indemnifying Party. (g) The Indemnifying Party shall be required to obtain the prior written consent of the Indemnified Party before consenting to any judgment, entering into or making any settlement, compromise or discharge of any Third Party Claim or any liability in respect thereof; provided that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party may, without the consent of the Indemnified Party, consent to any judgment, enter into any settlement, compromise or discharge of such Third Party Claim which by its terms obligates the Indemnifying Party to pay all monetary amounts in connection with such Third Party Claim and unconditionally releases the Indemnified Party from all liability in connection with such Third Party Claim and that (i) does not involve any injunctive or other equitable relief which would be imposed against the Indemnified Party. (h) The Indemnified Party shall in no event be entitled to consent to any judgment, entering into or making of any settlement, compromise or discharge of any Third Party Claim or liability in respect thereof without either (i) obtaining the prior written consent of the Indemnifying Party, or (ii) being deemed to have irrevocably waived and released any right to seek indemnification hereunder in respect of such Third Party Claim or liability in respect thereof. (i) Maximum Recovery. The maximum amount recoverable by the EDF Release Parties under Section 4.2(c)(i) (in respect of representations made by any of the CEG Parties in Article II (other than representations made in Sections 2.1(a)-2.1(c) and Section 2.2(a)), in the aggregate, shall be equal to sixty million United States dollars (US$60 million). 25