Common use of Consolidation of Matters Clause in Contracts

Consolidation of Matters. The Parties shall make diligent good faith efforts to consolidate any provisional relief, mediation, arbitration or other dispute resolution proceedings arising pursuant to this Article 12 that arise from or relate to the same act, omission or issue. INDEMNIFICATION; GOVERNMENTAL CHARGES SCE’s Indemnification Obligations. In addition to any other indemnification obligations SCE may have elsewhere in this Agreement, which are hereby incorporated in this Section 13.01, SCE 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, arbitration and mediation, and in the case of third-party claims only, indirect and consequential loss or damage of such third party), arising out of or in connection with: any breach made by SCE of its representations, warranties, or covenants in Article 9; the failure by SCE to pay any Governmental Charges or Environmental Costs for which SCE is responsible under Sections 13.06 or 13.08; and any event, circumstance or act listed in Section 13.01 of Attachment 1. 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. Seller’s Indemnification Obligations. In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 13.02, Seller releases, and shall indemnify, defend and hold harmless SCE, and SCE’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine 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 or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third party), arising out of or in connection with: any breach made by Seller of its representations, warranties, or covenants in Article 9; injury or death to persons, including SCE employees, and physical damage to property, including SCE property, where the injury, death, or damage arises out of, is related to, or is in connection with, Seller’s construction, ownership or operation of the Project, or obligations or performance under this Agreement; injury or death to any person or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Seller complied with all of the provisions of Section 14.07 (Insurance); provided, the inclusion of this Section 13.02(c) is not intended to create any express or implied right in Seller to elect not to provide the insurance required under Section 14.07; any breach by Seller of the covenants set forth in Section 10.06; any violation of Applicable Laws arising out of or in connection with Seller’s performance of, or failure to perform this Agreement, including strict liability; any (i) release of a Hazardous Material by Seller, any of Seller’s EPC Contractors or other contractors, or any of its or their subcontractors, (ii) enforcement or compliance proceeding relating to or in connection with any alleged, threatened or actual violation of any environmental law by Seller or its EPC Contractor or any of Seller’s or its EPC Contractor’s subcontractors, or (iii) action reasonably necessary to xxxxx, investigate, remediate or prevent a violation or threatened violation of any environmental law by Seller or its EPC Contractor or any of Seller’s or its EPC Contractor’s subcontractors; any representations, statements or promises made by either Seller or Seller’s agents or employees to a Customer or a potential Customer; any infringement upon or violation of any trade secret, trademark, trade name, copyright, patent, or other intellectual property rights of any third party by equipment, software, applications or programs (or any portion of same) used in connection with the Project; the failure by Seller to pay any Governmental Charges or Environmental Costs for which Seller is responsible under Sections 13.06 or 13.08; any costs, penalties or fines resulting from the failure of Seller or its SC (unless SCE is the SC) to, if applicable: provide any portion of the Contract Capacity for any portion of the Delivery Period; provide notice of the non-availability of any portion of the Contract Capacity for any portion of the Delivery Period as required under Section 1.06; provide notice of any malfunction, Outage or other condition affecting the Project as required under Article 6; timely submit accurate Supply Plans that identify SCE’s right to the Contract Capacity for each day of the Delivery Period; Dispatch the Project within any applicable time limits set forth in this Agreement; or provide SCE with the full amount of Resource Adequacy Benefits associated with the Project (in accordance with then current resource adequacy counting rules); any event, circumstance or act listed in Section 13.02 of Attachment 1. The Parties shall use commercially reasonable efforts to minimize costs, penalties, and fines for which indemnity is sought hereunder; provided, in no event will SCE be required to use or change its utilization of its owned or controlled assets or market positions to minimize such costs, penalties, and fines. This indemnity applies notwithstanding SCE’s active or passive negligence. However, SCE will not be indemnified for its loss, liability, damage, claim, cost, charge, demand or expense to the extent caused by its gross negligence or willful misconduct.

Consolidation of Matters. The Parties shall make diligent good faith efforts to consolidate any provisional relief, mediation, arbitration or other dispute resolution proceedings arising pursuant to this Article 12 that arise from or relate to the same act, omission or issue. INDEMNIFICATION; GOVERNMENTAL CHARGES Governmental charges SCE’s Indemnification Obligations. In addition to any other indemnification obligations SCE may have elsewhere in this Agreement, which are hereby incorporated in this Section 13.01, SCE 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, arbitration and mediation, and in the case of third-party claims only, indirect and consequential loss or damage of such third party), arising out of or in connection with: any breach made by SCE of its representations, warranties, or covenants representations and warranties in Article 9Section 9.01; and the failure by SCE to pay any Governmental Charges or Environmental Costs for which SCE is responsible under Sections 13.06 or 13.08; and any event, circumstance or act listed in Section 13.01 of Attachment 113.06. 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. Seller’s Indemnification Obligations. In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 13.02, Seller releases, and shall indemnify, defend and hold harmless SCE, and SCE’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine 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 or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third party), arising out of or in connection with: any breach made by Seller of its representations, warranties, or covenants in Article 9; Seller’s failure to fulfill its obligations regarding the Product as set forth in Sections 1.01(b), 1.05(a), 1.06, 6.03, and 9.04; NERC Standards Non-Compliance Penalties or an attempt by any Governmental Authority, person or entity to assess such NERC Standards Non-Compliance Penalties against SCE; injury or death to persons, including SCE employees, and physical damage to property, including SCE property, where the injury, death, or damage arises out of, is related to, or is in connection with, Seller’s construction, ownership or operation of the Project, or obligations or performance under this Agreement; injury or death to any person or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Seller complied with all of the provisions of Section 14.07 (Insurance); provided, the inclusion of this Section 13.02(csubsection (e) is not intended to create any express or implied right in Seller to elect not to provide the insurance required under Section 14.0714.07 (Insurance); any breach by Seller of the covenants set forth in Section 10.0610.05; any violation of Applicable Laws arising out of or in connection with Seller’s performance of, or failure to perform this Agreement, including strict liability; any (i) release of a Hazardous Material by Seller, its EPC Contractor, or any of Seller’s or its EPC Contractors or other contractors, or any of its or their Contractor’s subcontractors, (ii) enforcement or compliance proceeding relating to or in connection with any alleged, threatened or actual violation of any environmental law by Seller or its EPC Contractor or any of Seller’s or its EPC Contractor’s subcontractors, or (iii) action reasonably necessary to xxxxx, investigate, remediate or prevent a violation or threatened violation of any environmental law by Seller or its EPC Contractor or any of Seller’s or its EPC Contractor’s subcontractors; any representations, statements or promises made by either Seller or Seller’s agents or employees to a Customer or a potential Customer; any infringement upon or violation of any trade secret, trademark, trade name, copyright, patent, or other intellectual property rights of any third party by equipment, software, applications or programs (or any portion of same) used in connection with the Project; the failure by Seller to pay any Governmental Charges or Environmental Enviromnental Costs for which Seller is responsible under Sections 13.06 or 13.08; any costs, monetary penalties or fines assessed against SCE by the CPUC or the CAISO or any other entity having jurisdiction, resulting from the from: Seller’s failure of Seller or its SC (unless SCE is the SC) to, if applicable: to provide any portion of the Expected Contract Capacity Quantity for any portion of the Delivery Period; Seller’s failure to provide notice of the non-availability of any portion of the Expected Contract Capacity Quantity for any portion of the Delivery Period as required under Section 1.066.03; provide notice Seller or Seller’s SC’s failure to timely submit Supply Plans that identify SCE’s right to the Expected Contract Quantity purchased hereunder for each day of any malfunction, Outage the Delivery Period; or other condition affecting the Project as required under Article 6; timely Seller or Seller’s SC’s failure to submit accurate Supply Plans that identify SCE’s right to the Expected Contract Capacity Quantity purchased hereunder for each day of the Delivery Period; Dispatch the Project within any applicable time limits set forth in this Agreement; or provide SCE with the full amount of Resource Adequacy Benefits associated with the Project (in accordance with then current resource adequacy counting rules); any event, circumstance or act listed in Section 13.02 of Attachment 1. The Parties shall use commercially reasonable efforts to minimize costs, such penalties, fines and fines for which indemnity is sought hereundercosts; provided, in no event will SCE be required to use or change its utilization of its owned or controlled assets or market positions to minimize such penalties, fines and costs. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse SCE for those penalties, and fines. fines or costs, then SCE may offset those penalties, fines or costs against any future amounts it may owe to Seller under this Agreement; This indemnity applies notwithstanding SCE’s active or passive negligence. However, SCE will not be indemnified for its loss, liability, damage, claim, cost, charge, demand or expense to the extent caused by its gross negligence or willful misconduct.

Consolidation of Matters. The Parties shall make diligent good faith efforts to consolidate any provisional relief, mediation, arbitration or other dispute resolution proceedings arising pursuant to this Article 12 that arise from or relate to the same act, omission or issue. INDEMNIFICATION; GOVERNMENTAL CHARGES Governmental charges SCE’s Indemnification Obligations. In addition to any other indemnification obligations SCE may have elsewhere in this Agreement, which are hereby incorporated in this Section 13.01, SCE 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, arbitration and mediation, and in the case of third-party claims only, indirect and consequential loss or damage of such third party), arising out of or in connection with: any breach made by SCE of its representations, warranties, or covenants representations and warranties in Article 9Section 9.01; the failure by SCE to pay any Governmental Charges or Environmental Costs for which SCE is responsible under Sections 13.06 13.06, or 13.08; and any event, circumstance circumstance, act, or act listed incident first occurring or existing during the period when control and title to such Charging Energy Requirements is vested in SCE in accordance with Section 13.01 of Attachment 16.03(c). 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. Seller’s Indemnification Obligations. In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 13.02, Seller releases, and shall indemnify, defend and hold harmless SCE, and SCE’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine 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 or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third party), arising out of or in connection with: any breach made by Seller of its representations, warranties, or covenants in Article 9; Seller’s failure to fulfill its obligations regarding Resource Adequacy Benefits as set forth in Sections 1.01(b), 1.06, 6.03, 6.05(d), and 9.04; NERC Standards Non-Compliance Penalties or an attempt by any Governmental Authority, person or entity to assess such NERC Standards Non-Compliance Penalties against SCE, except to the extent solely due to SCE’s negligence in performing its role as Seller’s Scheduling Coordinator during any Put Period as set forth in Section 14.11; injury or death to persons, including SCE employees, and physical damage to property, including SCE property, where the injury, death, or damage arises out of, is related to, or is in connection with, Seller’s construction, ownership or operation of the Project, or obligations or performance under this Agreement; injury or death to any person or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Seller complied with all of the provisions of Section 14.07 (Insurance); provided, the inclusion of this Section 13.02(c13.02(e) is not intended to create any express or implied right in Seller to elect not to provide the insurance required under Section 14.0714.07 (Insurance); the Storage Unit(s), or any equipment, software, applications or programs (or any portion of same) used in connection with the Storage Unit(s) or the Project result in an infringement upon or violation of any trade secret, trademark, trade name, copyright, patent, or other intellectual property rights of any third party; any breach by Seller of the covenants set forth in Section 10.0610.05; any violation of Applicable Laws arising out of or in connection with Seller’s performance of, or failure to perform this Agreement, including strict liability; any (i) release of a Hazardous Material by Seller, its EPC Contractor, or any of Seller’s or its EPC Contractors or other contractors, or any of its or their Contractor’s subcontractors, (ii) enforcement or compliance proceeding relating to or in connection with any alleged, threatened or actual violation of any environmental law by Seller or its EPC Contractor or any of Seller’s or its EPC Contractor’s subcontractors, or (iii) action reasonably necessary to xxxxx, investigate, remediate or prevent a violation or threatened violation of any environmental law by Seller or its EPC Contractor or any of Seller’s or its EPC Contractor’s subcontractors; any representations, statements or promises made by either Seller or Seller’s agents or employees to a Customer or a potential Customer; any infringement upon or violation of any trade secret, trademark, trade name, copyright, patent, or other intellectual property rights of any third party by equipment, software, applications or programs (or any portion of same) used in connection with the Project; the failure by Seller to pay any Governmental Charges or Environmental Costs for which Seller is responsible under Sections 13.06 3.07(e), 13.06, or 13.08; any costs, monetary penalties or fines assessed against SCE by the CPUC or the CAISO or any other entity having jurisdiction, resulting from the from: Seller’s failure of Seller or its SC (unless SCE is the SC) to, if applicable: to provide any portion of the Expected Contract Capacity Quantity for any portion of the Delivery RA Period; Seller’s failure to provide notice of the non-availability of any portion of the Expected Contract Capacity Quantity for any portion of the Delivery RA Period as required under Section 1.066.03; provide notice Seller or Seller’s SC’s failure to timely submit Supply Plans that identify SCE’s right to the Expected Contract Quantity purchased hereunder for each day of any malfunction, Outage the RA Period; or other condition affecting the Project as required under Article 6; timely Seller or Seller’s SC’s failure to submit accurate Supply Plans that identify SCE’s right to the Expected Contract Capacity Quantity purchased hereunder for each day of the Delivery RA Period; Dispatch the Project within any applicable time limits set forth in this Agreement; or provide SCE with the full amount of Resource Adequacy Benefits associated with the Project (in accordance with then current resource adequacy counting rules); any event, circumstance or act listed in Section 13.02 of Attachment 1. The Parties shall use commercially reasonable efforts to minimize costs, such penalties, fines and fines for which indemnity is sought hereundercosts; provided, in no event will SCE be required to use or change its utilization of its owned or controlled assets or market positions to minimize such penalties, fines and costs. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse SCE for those penalties, fines or costs, then SCE may offset those penalties, fines or costs against any future amounts it may owe to Seller under this Agreement; any costs or losses of SCE resulting from a Non-SCE Dispatch, including all (i) charges, sanctions, and finespenalties imposed by the CAISO, and (ii) the Charging Energy Requirements; or any event, circumstance, act, or incident first occurring or existing during the period when control and title to such Charging Energy Requirements is vested in Seller in accordance with Section 6.03(c). This indemnity applies notwithstanding SCE’s active or passive negligence. However, SCE will not be indemnified for its loss, liability, damage, claim, cost, charge, demand or expense to the extent caused by its gross negligence or willful misconduct.