Article XII. Indemnification

Section 12.01 Supplier Indemnification. Supplier shall indemnify, defend, and hold harmless Buyer, its Affiliates, their respective successors and assigns, and the respective officers, directors, owners, employees, contractors, representatives, and agents of the foregoing (collectively, "Buyer Indemnified Parties") with respect to all third-party claims, losses, liabilities, obligations, damages, fines, judgments, settlements, fees, penalties, costs, interest, and expenses (including reasonable attorneys' and consultants' fees and expenses) (collectively, "Losses") suffered or incurred by Buyer Indemnified Parties, or any of them, to the extent resulting from (a) the negligence, willful misconduct, or breach of any Applicable Law by Supplier or any Affiliate of Supplier or their respective agents, (b) Supplier's breach of this Agreement existing beyond any applicable notice and cure period, (c) any recapture, disallowance, disqualification, decertification, repayment, forfeiture, recovery, inability to claim, or other reduction of any Carbon Credits Delivered (except to the extent caused by the negligence, willful misconduct, breach hereof, of breach of Applicable Law by Buyer, its Affiliate, or their respective agents), (d) environmental impacts, personal injury, or property damage related to the Project (except to the extent caused by the negligence, willful misconduct, breach hereof, or breach of Applicable Law by Buyer, its Affiliate, or their respective agents), or (e) the ownership, financing, or operation of the Project.

Section 12.02 Buyer Indemnification. Buyer shall indemnify, defend, and hold harmless Supplier, its Affiliates, their respective successors and assigns, and the respective officers, directors, owners, employees, contractors, representatives, and agents of the foregoing (collectively, "Supplier Indemnified Parties") with respect to all Losses suffered or incurred by Supplier Indemnified Parties, or any of them, to the extent resulting from (a) the negligence, willful misconduct, or breach of any Applicable Law by Buyer or any Affiliate of Buyer or their respective agents, or (b) Buyer's breach of Article XIV (Confidentiality).