each of them for all reasonable costs,
losses, liabilities, damages, Taxes or expenses of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel) (collectively,
"Losses"), whether or not involving a Third Party Claim (defined below), as a
result of, arising out of, or in any way related to:
(i)the failure of any of the representations or warranties made by CEI contained
herein to be true and correct in all respects as of the date hereof and as of
the Initial Funding Date;
(ii)the breach of any of the covenants of CEI contained herein;
(iii)the failure of any of the representations or warranties made by CQP
contained herein to be true and correct in all respects as of the date hereof
and as of the Initial Funding Date;
(iv)the breach of any of the covenants of CQP contained herein; or
(v)any claim made by CEI or its Affiliates (other than CQP) relating to the
breach of any of the representations and warranties made by CQP pursuant to
Sections 1(b),
49
1(c) and 1(d) of the CEI Unit Purchase Agreement or the CEI Subscription
Agreement (measured based upon the net Losses suffered by CQP and the Purchaser
in respect thereof).
(b)The indemnification by CEI contained in Section 7.01(a) is subject to the
following limitations:
(i)Indemnification by CEI pursuant to Section 7.01(a)(iii) and Section
7.01(a)(iv) shall only be available to the Purchaser Related Parties after the
Purchaser Related Parties have received indemnification from CQP pursuant to
Section 7.02(a)(i) or Section 7.02(a)(ii) in an aggregate amount equal to
$100,000,000 (the "CQP Indemnification Initial Amount"). After the CQP
Indemnification Initial Amount has been received by the Purchaser, CEI and CQP
shall split equally all amounts owed to the Purchaser Related Parties pursuant
to Section 7.01(a)(iii), Section 7.01(a)(iv), Section 7.02(a)(i) or Section
7.02(a)(ii) (subject to the other limitations set forth in Section 7.01(b));
(ii)Other than in respect of indemnification for Losses relating to the failure
of the Core Representations and Warranties being true and correct as of the date
hereof or as of the Initial Funding Date, the aggregate liability of (A) CEI and
CQP for indemnification pursuant to Section 7.01(a)(i), Section 7.01(a)(iii),
and Section 7.02(a)(i) shall not exceed $500,000,000 in the aggregate (the
"Aggregate Cap"), and (B) CEI and CQP for indemnification pursuant to Section
7.01(a)(ii), Section 7.01(a)(iv) and Section 7.02(a)(ii) shall not exceed the
Purchase Price; provided, however, that in all events the aggregate liability
for CEI for indemnification pursuant to Section 7.01(a) (other than Section
7.01(a)(v)) shall not exceed the Purchase Price;
(iii)The Purchaser Related Parties shall not be permitted to seek
indemnification pursuant to Section 7.01(a)(i), Section 7.01(a)(iii) or Section
7.02(a)(i) (except in respect of Losses relating to fraud, willful misconduct or
the failure of the Core Representations and Warranties to be true and correct as
of the date hereof or as of the Initial Funding Date) unless and until the
Purchaser Related Parties have suffered aggregate Losses for which the Purchaser
Related Parties are entitled to