Anaheim’s Indemnification Obligations Sample Clauses
Anaheim’s Indemnification Obligations. In addition to any other indemnification obligations Anaheim may have elsewhere in this Agreement, which are hereby incorporated in this Section 10.03(a), Anaheim releases, and shall indemnify, defend and hold harmless Seller, and Seller’s directors, members, managers, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, fine, penalty, or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation, arbitration and mediation, and in the case of third-party claims only, indirect and consequential loss or damage), arising out of or in connection with:
(i) any breach made by Anaheim of its representations and warranties in Sections 10.01 and 10.02; and
(ii) so long as Seller has fully complied with the Generator Operator Obligations and Generator Owner Obligations, any NERC Standards Non-Compliance Penalties which are solely due to Anaheim’s negligence in performing its role as Seller’s Scheduling Coordinator throughout the Delivery Term; and
(iii) injury or death to persons, including Seller’s employees, and physical damage to property, including Seller’s property, to the extent (i) the damage arises out of, is related to, or is in connection with, Anaheim’s negligent performance of its obligations under this Agreement, and (ii) damage to Seller’s property is not covered under either of the property insurance coverages required in Sections 10.11(a).
Anaheim’s Indemnification Obligations. In addition to any other indemnification obligations Anaheim may have elsewhere in this Agreement, which are hereby incorporated in this Section 10.03(a), Anaheim releases, and shall indemnify, defend and hold harmless Seller, and Seller’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, fine, penalty, or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation and mediation, and in the case of third-party claims only, indirect and consequential loss or damage), arising out of or in connection with:
(i) any breach made by Anaheim of its representations and warranties in Sections 10.01 and 10.02; and
(ii) so long as Seller has fully complied with the Generator Operator Obligations and Generator Owner Obligations, any NERC Standards Non-Compliance Penalties which are solely due to Anaheim’s negligence in performing its role as Seller’s Scheduling Coordinator throughout the Delivery Term
(iii) injury or death to persons, including Seller’s employees, and physical damage to property, including Seller’s property, to the extent (i) the damage arises out of, is related to, or is in connection with, Anaheim’s negligent performance of its obligations under this Agreement, and (ii) and damage to Seller’s property is not covered under either of the property insurance coverages required in Sections 10.11(a).
Anaheim’s Indemnification Obligations. In addition to any other indemnification obligations Anaheim may have elsewhere in this Agreement, which are hereby incorporated in this Section 10.03(a), Anaheim releases, and shall indemnify, defend and hold harmless Seller, and Seller’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, fine, penalty or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation, mediation, and in the case of third-party claims only, indirect and consequential loss or damage), arising out of or in connection with:
(i) any breach made by Anaheim of its representations and warranties in Section 10.01;
(ii) so long as Seller has fully complied with the Generator Operator Obligations and Generator Owner Obligations, any NERC Standards Non-Compliance Penalties which are solely due to Anaheim’s negligence in performing its role as Seller’s Scheduling Coordinator throughout the Term;
(iii) injury or death to persons, including Seller’s employees, and physical damage to property, including Seller’s property, where the damage arises out of, is related to, or is in connection with, Anaheim’s gross negligence or willful misconduct. This indemnity applies notwithstanding Seller’s active or passive negligence. However, Seller will not be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand or expense to the extent caused by its gross negligence or willful misconduct.