By Host. Host may shut down, or otherwise disconnect and/or de-energize, the System as Host deems necessary to maintain, repair, replace, remove or inspect the Site or the Building as part of Host's regular scheduled maintenance or if a malfunction or emergency situation arises involving the Building, the Site or the System, as described in Section 6.2(d) (each, a “Host Outage”) at the Site for each calendar year during the Term, during which period Host shall not be obligated to accept or pay for, and Seller shall not be obligated to deliver, Energy; provided, however, that Host shall, except in emergency situations, notify Seller in writing of each such Host Outage at least forty-eight (48) hours in advance of the commencement of such Host Outage. Host shall seek to minimize the occurrence and duration of any such curtailment, interruption or reduction as much as practicable, consistent with prudent safety and operating standards and requirements.
By Host. In addition to any other remedies available to Client at law, in equity or otherwise, Host agrees to indemnify, hold harmless and defend Client and its directors, officers, employees and agents from and against any debts, liabilities, settlements, costs, damages and losses, however designated (including reasonable costs and expenses and reasonable attorneys' fees) arising from or related to any claim brought by any unaffiliated third party arising from the infringement or misappropriation known to Host of the intellectual property rights of any third party by the use of any materials by Host in performing hereunder, including any third party software or other materials provided by Host hereunder in connection with the Customer Services or Hosting Services, but excluding materials provided by Client. Host agrees that Client shall have the right to participate in the defense of any such claim through counsel of its own choosing.
By Host. Host agrees to indemnify, hold harmless and defend Client and its directors, officers, employees and agents from and against any action, claim, demand or liability, including reasonable attorneys fees and costs, arising from or relating to: (i) Hosts actual or threatened breach of any provision of Sections 3 and/or 6(a) of this Agreement; (ii) any gross negligence or willful misconduct of Host; or
By Host. Each certificate shall include no fewer than (30) thirty-day advance written notice to the Host prior to cancellation, termination, or material alteration of said policies or insurance. FPL shall be responsible for assuring that the insurance certificates required by this section remain in full force and effect for the duration of this Agreement, including any amendments, extensions, or renewals entered into by the Parties. Each policy certificate shall be endorsed with a provision that no fewer than thirty (30) calendar days’ written notice shall be provided to the Host before any policy or coverage is cancelled or restricted. Except with respect to Worker’s Compensation Insurance, Host is to be specifically included as an Additional Insured for the liability of the Host resulting from work performed by or services provided by or on behalf of FPL in performance of this Agreement. FPL’s insurance, including that applicable to the Host as an Additional Insured, shall apply on a primary basis and any other insurance maintained by the Host shall be in excess of and shall not contribute to FPL’s insurance. FPL’s insurance shall contain a severability of interest provision providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured (for applicable policies) in the same manner as if separate policies had been issued to each.
By Host. Host agrees to indemnify, hold harmless and defend Client and its directors, officers, employees and agents from and against any debts, liabilities, settlements, costs, damages and losses, however designated (including reasonable costs and expenses and reasonable attorneys' fees) arising from or related to any claim brought by any unaffiliated third party: (i) arising from or related to Host's actual or threatened breach of this Agreement; (ii) regarding any gross negligence or willful misconduct of Host; or (iii) regarding any allegation that any materials used by Host in performing hereunder, including any third party software or other materials provided by Host hereunder in connection with the Hosting Services, infringe or misappropriate the intellectual property rights or similar rights of any third party. Host agrees that Client shall have the right to participate in the defense of any such claim through counsel of its own choosing.
