By Owner. Owner may suspend the Project upon seven (7) days written notice to Engineer.
By Owner. Owner may suspend the Project for up to 90 days upon seven days written notice to Engineer.
By Owner. Owner may suspend Engineer’s services under a specific Task Order for up to 90 days upon 7 days’ written notice to Engineer.
By Owner. Owner shall defend, indemnify and hold harmless Contractor, each of the Subcontractors and any Person acting for or on behalf of Contractor and their respective employees, agents, partners, Affiliates, shareholders, members, directors, officers, managers and permitted assigns (each, a “Contractor Indemnitee”), from and against the following:
(a) all Losses from third-party claims for property damage, personal injury or bodily injury or death arising out of or resulting from (i) any negligent, willful, reckless or otherwise tortious act or omission (including strict liability) of any Owner Party or (ii) breach of this Agreement by Owner;
(b) all Losses arising out of or resulting from employers’ liability or workers’ compensation claims filed by any employees or agents of Owner;
(c) claims by any Governmental Authority that directly or indirectly arise out of or result from the failure of Owner to pay, as and when due, all Taxes, fees or charges of any kind imposed by any Governmental Authority for which Owner is obligated to pay pursuant to the terms of this Agreement; and
(d) without duplication under Section 22.2(c), any and all Losses, including claims for property damage, personal injury or bodily injury or death only with respect to third parties, or claims by a Governmental Authority for remediation or removal of Hazardous Materials, whether or not involving damage to the Project or the Site, arising out of or resulting from the use or Release of Hazardous Materials by an Owner Party whether lawful or unlawful, during the term of this Agreement or the presence of Pre-Existing Contamination (including any obligations that Contractor has assumed in respect thereof pursuant to Section 3.20)). Such use or Release of Hazardous Materials shall include:
(1) the presence or existence of Hazardous Materials at the Site brought onto or generated at the Site by Owner; or
(2) the Release of a Hazardous Material by an Owner Party, such Hazardous Materials otherwise having been brought onto the Site by Contractor or any Subcontractor in accordance with the terms of this Agreement and all Applicable Laws; and
(3) the presence or existence of Hazardous Materials at the Site (except as provided in Section 3.20); and
(e) any and all fines, penalties or assessments issued by any Governmental Authority that Contractor may incur as a result of executing any applications at Owner’s request.
By Owner. Subject to Section 15.4, Owner shall have the right to make non-material changes in the Work, within the general scope thereof, whether such changes are modifications, alterations or additions to the Work, but in no event shall reductions to the Project’s expected capacity be permitted (each such change, an “Owner-Instituted Change”). All Owner-Instituted Changes shall be made in accordance with this Article 15, shall be documented in accordance with Section 15.4 and shall be considered, for all purposes of this Agreement, as part of the Work. Notwithstanding the foregoing, in no event shall Owner have the right to make any Owner-Instituted Changes, whether individually or in the aggregate, that would result in:
(a) any portion of the Project being located at a site other than the Site;
(b) any adverse effect on any portion of the Project being able to conduct or satisfy any of the tests provided for in this Agreement, including any Performance Test, or any other adverse effect whatsoever on the capacity or energy performance or potential capacity or energy performance of any portion of the Project or the ability of Contractor to cure any shortfalls in such capacity; or
(c) any adverse effect on Contractor’s ability to comply with its Warranty obligations or any of its other obligations under this Agreement or Contractor’s ability to enforce any of its rights and remedies hereunder.
By Owner. Owner shall indemnify, defend and hold harmless Manager from and against any loss incurred by or damage to Manager where such loss or damage results from the negligent act or omissions or the willful misconduct of Owner in performing Owner's obligations under the Agreement.
By Owner. OWNER shall indemnify, defend, and hold harmless CONTRACTOR its Affiliates and the agents, officers, directors, employees, subcontractors and representatives of each of the foregoing (each, an “CONTRACTOR Indemnified Party”) from and against any and all suits, actions, damages, claims, costs, losses or liability of whatsoever kind or character, including, but not limited to, attorneys’ fees and expenses, arising from claims for accidents, injuries, or damage of any kind which are caused, or claimed to be caused, in whole or in part by the negligence or willful misconduct of, or breach of this Agreement by, OWNER, its agents, employees, vendors or subcontractors (excluding CONTRACTOR and any Subcontractors).
By Owner. Owner represents and warrants to Servicer as follows:
5.2.1 Owner is a limited liability company duly organized and validly existing under the laws of the State of Oregon.
5.2.2 The execution, delivery and performance of this Agreement have been duly authorized by all necessary limited liability company action by Owner. This Agreement has been duly and validly executed and delivered on behalf of Owner and is binding upon and enforceable against Owner in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors, and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other applicable remedies.
5.2.3 Neither the execution and delivery of this Agreement by Servicer nor the consummation of the transactions contemplated by this Agreement will (i) violate any applicable law, judgment, order, decree, regulation or ruling of any governmental authority, or (ii) either alone or with the giving of notice or the passage of time or both, conflict with, constitute grounds for termination of, or result in the breach of the terms, conditions or provisions of or constitute a default under any agreement, instrument, license or permit to which Servicer is a party or by which Servicer is bound.
By Owner. Owner will indemnify and save Developer harmless from and against any and all loss, cost or expense (including, without limitation, reasonable attorneys' fees and court costs) arising out of any breach of any of the representations, warranties, covenants and agreements of Owner under this Agreement.
By Owner. This Agreement is subject to termination by Owner upon the following events:
a. Owner voluntarily terminates Agreement; or
