Common use of Contractor Indemnity Clause in Contracts

Contractor Indemnity. 30.1.1 Contractor shall defend, indemnify, and hold the Owner Indemnitees harmless from and against any and all Losses incurred by any such Owner Indemnitees to the extent arising from or based on any Intellectual Property Claim. If any use, operation, or enjoyment of the Facility or any part thereof is the subject of an Intellectual Property Claim, then, in addition, Contractor shall promptly, but in no event later than thirty (30) days from the date of notice from Owner, commence action to remove such impediment, and thereafter shall diligently pursue removal of such impediment, (at Contractor’s option) by: (a) procuring for Owner, or reimbursing Owner for procuring, the right to continue using the subject of the Intellectual Property Claim; (b) modifying the subject of the Intellectual Property Claim to avoid the alleged infringement, disclosure, use, misappropriation or other violation, while maintaining substantially the same performance, quality and expected life satisfying the requirements of this Agreement, to the reasonable satisfaction of Owner; or (c) replacing the subject of the Intellectual Property Claim with service, Materials, Inventions, or other Work or Contractor Intellectual Property, as applicable, of comparable functionality and quality and satisfying the requirements of this Agreement, to the reasonable satisfaction of Owner, that avoids the alleged infringement, disclosure, use, misappropriation or other violation; provided that in no case shall Contractor take any action which materially and adversely affects Owner’s continued completion, design, construction, installation, operation, maintenance, repair, replacement, expansion, modification, alteration or reconstruction of the Facility (or any portion, subsystem or component thereof) without the prior written consent of Owner; and provided further, that in no event shall Contractor have such indemnity obligations or obligation to remove such impediment for any Intellectual Property Claim arising from or in connection with (i) the Owner Furnished Equipment and Materials or any written instruction, written information, designs, specifications, or other materials provided by Owner to Contractor, (ii) any action or omission of any Owner Contractor, or (iii) any modification of the Work directed by Owner or that was not authorized by Contractor. For the avoidance of doubt, Owner’s acceptance of the Materials, Deliverables, Inventions, and other equipment or any other component of the Work shall not be construed to relieve Contractor of any obligation hereunder. Owner shall, and shall cause other Owner Indemnitees to, agree to reasonably cooperate and assist Contractor in the defense of any Intellectual Property Claims, at Contractor’s cost. Any Owner Indemnitee that seeks to settle any Intellectual Property Claim shall seek the prior approval of Contractor, which approval shall not be unreasonably withheld, conditioned, or delayed, in respect of such settlement. Contractor shall not settle any Intellectual Property Claim that includes any non-monetary obligations without the prior approval of Owner, which approval shall not be unreasonably withheld, conditioned, or delayed, in respect of such settlement. 30.1.2 In addition to its indemnification, defense and hold harmless obligations contained elsewhere herein, to the fullest extent permitted by Law, Contractor assumes liability for, and agrees to indemnify, protect, save and hold harmless and defend each of the Owner Indemnitees from and against any and all Losses (including any strict liability, all fines and penalties as well as reasonable attorneys’ fees, consultant fees, experts’ fees and litigation expenses) of whatsoever kind and nature that may be imposed on, suffered or incurred by or asserted against any Owner Indemnitee in any way relating to or directly or indirectly arising out of (a) the presence, Release or threatened Release of any Hazardous Substance used, generated or handled by or brought to the Job Site or disposed by or at the direction of Contractor or any Subcontractor or Agent For Contractor (but in all cases, excluding (i) Pre-Existing Hazardous Substances (except to the extent of Contractor’s or its Subcontractors’ or such Agent For Contractor’s noncompliance with Section 3.8.46; or (ii) Gross Negligence or Willful Misconduct of (1) Senior Supervisory Personnel or (2) comparable personnel of a Subcontractor or Agent For Contractor (limited to the extent of any recovery by Contractor from such Subcontractor or Agent For Contractor) in the handling, storage or transportation of any Pre-Existing Hazardous Substance after discovery of such Pre-Existing Hazardous Substance by Contractor or a Subcontractor or Agent For Contractor); or (iii) claims arising out of Owner’s Gross Negligence or Willful Misconduct in the handling, storage or transportation of Hazardous Substances brought to the Site by Contractor), (b) bodily injuries (including wrongful death) or property damage of Third Parties (with respect to bodily injuries, “Third Parties” shall include Owner’s employees), to the extent caused by the negligent acts or omissions of Contractor, any worker or any Subcontractor or anyone for whose acts they may be liable arising in connection with the performance of the Work, (c) fines and penalties arising out of the violation by Contractor or any Subcontractor of: (i) any Permit held in its name or (ii) any applicable Law, (d) any claims brought by Subcontractors against Owner claiming Contractor breach of contract with such Subcontractor including failure to make payments due and payable to such Subcontractor (except to the extent the same constitute Reimbursable Costs), (e) the vitiation of any Contractor provided insurance policies due to Contractor’s or any Subcontractor’s breach of any representation, declarations or conditions contained in any insurance policy, including the provision of false or misleading information, (f) Contractor or any Subcontractor terminating the employment of or removing from the Work any employee who fails to meet the requirements set forth in Section 5.1.2 following a request by Owner to have such employee removed from Work, or (g) claims by any Government Authority as a result of a failure by Contractor or any Subcontractor to pay Taxes for which it is responsible to pay or remit under this Agreement. 30.1.3 To the fullest extent permitted by Law, Contractor assumes liability for, and agrees to indemnify, protect, save and hold harmless and defend each of the Owner Indemnitees from and against any and all Losses (including any strict liability, as well as reasonable attorneys’ fees, consultant fees, experts’ fees and litigation expenses) of whatsoever kind and nature that may be imposed on, suffered or incurred by or asserted against any Owner Indemnitee to the extent arising from the negligence of Contractor or any Subcontractor or any other Person directly or indirectly employed by any of them hereunder for damage to or loss of the physical property of Owner or its Affiliates for which Owner or its Affiliate has assumed care, custody and control (excluding, for the avoidance of doubt, the Work for which Contractor has the risk of loss under Section 25.2 at the time the damage occurred); provided, however, Contractor’s and Subcontractor’s total liability hereunder for each occurrence of such damage or loss to such property is capped at [***]. 30.1.4 Notwithstanding anything to the contrary herein, no provision, clause, covenant, or agreement contained in, or collateral to this Agreement, will be understood to require Owner or Contractor to indemnify, defend, hold harmless, or have the effect of indemnifying, defending, or holding harmless, any indemnitee from or against any liability for loss or damage to the extent resulting from the Gross Negligence or Willful Misconduct of the indemnitee, an agent or employee of the indemnitee, or a third party over which the indemnitor has no control.

Contractor Indemnity. 30.1.1 Contractor shall defend, indemnify, and hold the Owner Indemnitees harmless from and against any and all Losses incurred by any such Owner Indemnitees to the extent arising from or based on any Intellectual Property Claim. If any use, operation, or enjoyment of the Facility or any part thereof is the subject of an Intellectual Property Claim, then, in addition, Contractor shall promptly, but in no event later than thirty (30) days from the date of notice from Owner, commence action to remove such impediment, and thereafter shall diligently pursue removal of such impediment, (at Contractor’s option) by: (a) procuring for Owner, or reimbursing Owner for procuring, the right to continue using the subject of the Intellectual Property Claim; (b) modifying the subject of the Intellectual Property Claim to avoid the alleged infringement, disclosure, use, misappropriation or other violation, while maintaining substantially the same performance, quality and expected life satisfying the requirements of this Agreement, to the reasonable satisfaction of Owner; or (c) replacing the subject of the Intellectual Property Claim with service, Materials, Inventions, or other Work or Contractor Intellectual Property, as applicable, of comparable functionality and quality and satisfying the requirements of this Agreement, to the reasonable satisfaction of Owner, that avoids the alleged infringement, disclosure, use, misappropriation or other violation; provided that in no case shall Contractor take any action which materially and adversely affects Owner’s continued completion, design, construction, installation, operation, maintenance, repair, replacement, expansion, modification, alteration or reconstruction of the Facility (or any portion, subsystem or component thereof) without the prior written consent of Owner; and provided further, that in no event shall Contractor have such indemnity obligations or obligation to remove such impediment for any Intellectual Property Claim arising from or in connection with (i) the Owner Furnished Equipment and Materials or any written instruction, written information, designs, specifications, or other materials provided by Owner to Contractor, (ii) any action or omission of any Owner Contractor, or (iii) any modification of the Work directed by Owner or that was not authorized by Contractor. For the avoidance of doubt, Owner’s acceptance of the Materials, Deliverables, Inventions, and other equipment or any other component of the Work shall not be construed to relieve Contractor of any obligation hereunder. Owner shall, and shall cause other Owner Indemnitees to, agree to reasonably cooperate and assist Contractor in the defense of any Intellectual Property Claims, at Contractor’s cost. Any Owner Indemnitee that seeks to settle any Intellectual Property Claim shall seek the prior approval of Contractor, which approval shall not be unreasonably withheld, conditioned, or delayed, in respect of such settlement. Contractor shall not settle any Intellectual Property Claim that includes any non-monetary obligations without the prior approval of Owner, which approval shall not be unreasonably withheld, conditioned, or delayed, in respect of such settlement. 30.1.2 In addition to its indemnification, defense and hold harmless obligations contained elsewhere herein, to the fullest extent permitted by Law, Contractor assumes liability for, and agrees to indemnify, protect, save and hold harmless and defend each of the Owner Indemnitees from and against any and all Losses (including any strict liability, all fines and penalties as well as reasonable attorneys’ fees, consultant fees, experts’ fees and litigation expenses) of whatsoever kind and nature that may be imposed on, suffered or incurred by or asserted against any Owner Indemnitee in any way relating to or directly or indirectly arising out of (a) the presence, Release or threatened Release of any Hazardous Substance used, generated or handled by or brought to the Job Site or disposed by or at the direction of Contractor or any Subcontractor or Agent For Contractor (but in all cases, excluding (i) Pre-Existing Hazardous Substances (except to the extent of Contractor’s or its Subcontractors’ or such Agent For Contractor’s noncompliance with Section 3.8.46; 3.8.46 or (ii) Gross Negligence the gross negligence or Willful Misconduct of (1) Senior Supervisory Personnel or (2) comparable personnel of a Subcontractor or Agent For Contractor (limited to the extent of any recovery by Contractor from such Subcontractor or Agent For Contractor) willful misconduct in the handling, storage or transportation of any Pre-Existing Hazardous Substance after discovery of such Pre-Existing Hazardous Substance by Contractor or a Subcontractor or Agent For ContractorSubcontractor); or (iiiii) claims arising out of Owner’s Gross Negligence gross negligence or Willful Misconduct willful misconduct in the handling, storage or transportation of Hazardous Substances brought to the Site by Contractor), (b) bodily injuries (including wrongful death) or property damage of Third Parties (with respect to bodily injuries, “Third Parties” shall include Owner’s employees), to the extent caused by the negligent acts or omissions of Contractor, any worker or any Subcontractor or anyone for whose acts they may be liable arising in connection with the performance of the Work, (c) fines and penalties arising out of the violation by Contractor or any Subcontractor of: (i) any Permit held in its name or (ii) any applicable Law, (d) any claims brought by Subcontractors against Owner claiming Contractor breach of contract with such Subcontractor including failure to make payments due and payable to such Subcontractor (except to the extent the same constitute Reimbursable Costs), (e) the vitiation of any Contractor provided insurance policies due to Contractor’s or any Subcontractor’s breach of any representation, declarations or conditions contained in any insurance policy, including the provision of false or misleading information, (fe) Contractor or any Subcontractor terminating the employment of or removing from the Work any employee who fails to meet the requirements set forth in Section 5.1.2 following a request by Owner to have such employee removed from Work, or (gf) claims by any Government Authority as a result of a failure by Contractor or any Subcontractor to pay Taxes for which it is responsible to pay or remit under this Agreement. 30.1.3 To the fullest extent permitted by Law, Contractor assumes liability for, and agrees to indemnify, protect, save and hold harmless and defend each of the Owner Indemnitees from and against any and all Losses (including any strict liability, as well as reasonable attorneys’ fees, consultant fees, experts’ fees and litigation expenses) of whatsoever kind and nature that may be imposed on, suffered or incurred by or asserted against any Owner Indemnitee to the extent arising from the negligence of Contractor or any Subcontractor or any other Person directly or indirectly employed by any of them hereunder for damage to or loss of the physical property of Owner or its Affiliates for which Owner or its Affiliate has assumed care, custody and control (excluding, for the avoidance of doubt, the Work for which Contractor has the risk of loss under Section 25.2 at the time the damage occurred); provided, however, Contractor’s and Subcontractor’s total liability hereunder for each occurrence of such damage or loss to such property is capped at shall not exceed [***]. 30.1.4 Notwithstanding anything to ] and Owner releases the contrary herein, no provision, clause, covenant, or agreement contained in, or collateral to this Agreement, will be understood to require Owner or Contractor to indemnify, defend, hold harmless, or have the effect of indemnifying, defending, or holding harmless, any indemnitee Indemnitees and Subcontractors from or against any liability for loss in excess of such amount, whether or damage to the extent resulting from the Gross Negligence not any such liability is claimed in contract, statute, equity, tort or Willful Misconduct otherwise and shall apply irrespective of the indemnitee, an agent or employee of the indemnitee, or a third party over which the indemnitor has no controlnegligence.

Contractor Indemnity. 30.1.1 Contractor shall defend, indemnify, and hold the Owner Indemnitees harmless from and against any and all Losses incurred by any such Owner Indemnitees to the extent arising from or based on any Intellectual Property Claim. If any use, operation, or enjoyment of the Facility or any part thereof is the subject of an Intellectual Property Claim, then, in addition, Contractor shall promptly, but in no event later than thirty (30) days from the date of notice from Owner, commence action to remove such impediment, and thereafter shall diligently pursue removal of such impediment, (at Contractor’s option) by: (a) procuring for Owner, or reimbursing Owner for procuring, the right to continue using the subject of the Intellectual Property Claim; (b) modifying the subject of the Intellectual Property Claim to avoid the alleged infringement, disclosure, use, misappropriation or other violation, while maintaining substantially the same performance, quality and expected life satisfying the requirements of this Agreement, to the reasonable satisfaction of Owner; or (c) replacing the subject of the Intellectual Property Claim with service, Materials, Inventions, or other Work or Contractor Intellectual Property, as applicable, of comparable functionality and quality and satisfying the requirements of this Agreement, to the reasonable satisfaction of Owner, that avoids the alleged infringement, disclosure, use, misappropriation or other violation; provided that in no case shall Contractor take any action which materially and adversely affects Owner’s continued completion, design, construction, installation, operation, maintenance, repair, replacement, expansion, modification, alteration or reconstruction of the Facility (or any portion, subsystem or component thereof) without the prior written consent of Owner; and provided further, that in no event shall Contractor have such indemnity obligations or obligation to remove such impediment for any Intellectual Property Claim arising from or in connection with (i) the Owner Furnished Equipment and Materials or any written instruction, written information, designs, specifications, or other materials provided by Owner to Contractor, (ii) any action or omission of any Owner Contractor, or (iii) any modification of the Work directed by Owner or that was not authorized by Contractor. For the avoidance of doubt, Owner’s acceptance of the Materials, Deliverables, Inventions, and other equipment or any other component of the Work shall not be construed to relieve Contractor of any obligation hereunder. Owner shall, and shall cause other Owner Indemnitees to, agree to reasonably cooperate and assist Contractor in the defense of any Intellectual Property Claims, at Contractor’s cost. Any Owner Indemnitee that seeks to settle any Intellectual Property Claim shall seek the prior approval of Contractor, which approval shall not be unreasonably withheld, conditioned, or delayed, in respect of such settlement. Contractor shall not settle any Intellectual Property Claim that includes any non-monetary obligations without the prior approval of Owner, which approval shall not be unreasonably withheld, conditioned, or delayed, in respect of such settlement. 30.1.2 In addition to its indemnification, defense and hold harmless obligations contained elsewhere herein, to the fullest extent permitted by Law, Contractor assumes liability for, and agrees to indemnify, protect, save and hold harmless and defend each of the Owner Indemnitees from and against any and all Losses (including any strict liability, all fines and penalties as well as reasonable attorneys’ fees, consultant fees, experts’ fees and litigation expenses) of whatsoever kind and nature that may be imposed on, suffered or incurred by or asserted against any Owner Indemnitee in any way relating to or directly or indirectly arising out of (a) the presence, Release or threatened Release of any Hazardous Substance used, generated or handled by or brought to the Job Site or disposed by or at the direction of Contractor or any Subcontractor or Agent For Contractor (but in all cases, excluding (i) Pre-Existing Hazardous Substances (except to the extent of Contractor’s or its Subcontractors’ or such Agent For Contractor’s noncompliance with Section 3.8.46; or (ii) Gross Negligence or Willful Misconduct of (1) Senior Supervisory Personnel or (2) comparable personnel of a Subcontractor or Agent For Contractor (limited to the extent of any recovery by Contractor from such Subcontractor or Agent For Contractor) in the handling, storage or transportation of any Pre-Existing Hazardous Substance after discovery of such Pre-Existing Hazardous Substance by Contractor or a Subcontractor or Agent For Contractor); or (iii) claims arising out of Owner’s Gross Negligence or Willful Misconduct in the handling, storage or transportation of Hazardous Substances brought to the Site by Contractor), (b) bodily injuries (including wrongful death) or property damage of Third Parties (with respect to bodily injuries, “Third Parties” shall include Owner’s employees), to the extent caused by the negligent acts or omissions of Contractor, any worker or any Subcontractor or anyone for whose acts they may be liable arising in connection with the performance of the Work, (c) fines and penalties arising out of the violation by Contractor or any Subcontractor of: (i) any Permit held in its name or (ii) any applicable Law, (d) any claims brought by Subcontractors against Owner claiming Contractor breach of contract with such Subcontractor including failure to make payments due and payable to such Subcontractor (except to the extent the same constitute Reimbursable Costs), (e) the vitiation of any Contractor provided insurance policies due to Contractor’s or any Subcontractor’s breach of any representation, declarations or conditions contained in any insurance policy, including the provision of false or misleading information, (f) Contractor or any Subcontractor terminating the employment of or removing from the Work any employee who fails to meet the requirements set forth in Section 5.1.2 following a request by Owner to have such employee removed from Work, or (g) claims by any Government Authority as a result of a failure by Contractor or any Subcontractor to pay Taxes for which it is responsible to pay or remit under this Agreement. 30.1.3 To the fullest extent permitted by Law, Contractor assumes liability for, and agrees to indemnify, protect, save and hold harmless and defend each of the Owner Indemnitees from and against any and all Losses (including any strict liability, as well as reasonable attorneys’ fees, consultant fees, experts’ fees and litigation expenses) of whatsoever kind and nature that may be imposed on, suffered or incurred by or asserted against any Owner Indemnitee to the extent arising from the negligence of Contractor or any Subcontractor or any other Person directly or indirectly employed by any of them hereunder for damage to or loss of the physical property of Owner or its Affiliates for which Owner or its Affiliate has assumed care, custody and control (excluding, for the avoidance of doubt, the Work for which Contractor has the risk of loss under Section 25.2 at the time the damage occurred); provided, however, Contractor’s and Subcontractor’s total liability hereunder for each occurrence of such damage or loss to such property is capped at [***]. 30.1.4 Notwithstanding anything to the contrary herein, no provision, clause, covenant, or agreement contained in, or collateral to this Agreement, will be understood to require Owner or Contractor to indemnify, defend, hold harmless, or have the effect of indemnifying, defending, or holding harmless, any indemnitee from or against any liability for loss or damage to the extent resulting from the Gross Negligence or Willful Misconduct of the indemnitee, an agent or employee of the indemnitee, or a third party over which the indemnitor has no control.

Contractor Indemnity. 30.1.1 Contractor shall defend, indemnify, hold harmless and hold the defend Owner Indemnitees harmless and all Owner Parties from and against the following: (a) all Losses arising from third-party claims for property damage, personal injury or bodily injury or death to the extent caused by any negligent, willful, reckless or otherwise tortious act or omission (including strict liability) of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts such Person may be liable during the performance of the Work or from performing or from a failure to perform any of its obligations under this Agreement, or any curative action under any Warranty following performance of the Work; (b) all Losses associated with a take of a protected species if any are found on the Site during the performance of the Work; (c) all Losses, including ***, under the PPA or Interconnection Agreement (including liquidated damages) attributable to a Non-Excusable Event and, subject to the provisions of Section 24.6, if SCE terminates the PPA for any reason resulting from Contractor's failure to achieve the Facility Substantial Completion Date by the Commercial Operation Deadline, provided that Owner has used reasonable efforts to mitigate such damages, as damages to Owner for loss of bargain and not as a penalty, all Losses of Owner associated with *** less ***; (d) Losses sustained by Owner as a result of Contractor's breach of Section 3.29; (e) all Losses incurred by any such Owner Indemnitees to as a result of a claim under the extent Project Labor Agreement against Owner arising from or based on any Intellectual Property Claim. If any use, operation, or enjoyment the construction of the Facility Project and performance of the Work; (f) all Losses that directly arise out of or result from all claims for payment of compensation for Work performed hereunder, whether or not reduced to a lien or mechanics lien, filed by Contractor or any part thereof is the subject of an Intellectual Property Claim, then, in addition, Contractor shall promptly, but in no event later than thirty (30) days from the date of notice from Owner, commence action to remove such impediment, and thereafter shall diligently pursue removal of such impediment, (at Contractor’s option) by: (a) procuring for Owner, or reimbursing Owner for procuring, the right to continue using the subject of the Intellectual Property Claim; (b) modifying the subject of the Intellectual Property Claim to avoid the alleged infringement, disclosure, use, misappropriation or other violation, while maintaining substantially the same performance, quality and expected life satisfying the requirements of this Agreement, to the reasonable satisfaction of Owner; or (c) replacing the subject of the Intellectual Property Claim with service, Materials, InventionsSubcontractors, or other Work or Contractor Intellectual Property, as applicable, of comparable functionality and quality and satisfying the requirements of this Agreement, to the reasonable satisfaction of Owner, that avoids the alleged infringement, disclosure, use, misappropriation or other violation; provided that in no case shall Contractor take persons performing any action which materially and adversely affects Owner’s continued completion, design, construction, installation, operation, maintenance, repair, replacement, expansion, modification, alteration or reconstruction portion of the Facility (or any portionWork, subsystem or component thereof) without the prior written consent of Owner; including reasonable attorneys' fees and provided further, that in no event shall Contractor have such indemnity obligations or obligation to remove such impediment for any Intellectual Property Claim arising from or in connection with (i) the Owner Furnished Equipment and Materials or any written instruction, written information, designs, specifications, or other materials provided expenses incurred by Owner to Contractor, (ii) any action or omission of any Owner ContractorParty in discharging any Contractor Lien, or (iii) any modification of the Work directed by Owner or that was not authorized by Contractor. For the avoidance of doubt, Owner’s acceptance of the Materials, Deliverables, Inventions, and other equipment or any other component of the Work shall not be construed to relieve Contractor of any obligation hereunder. Owner shall, and shall cause other Owner Indemnitees to, agree to reasonably cooperate and assist Contractor in the defense of any Intellectual Property Claims, at Contractor’s cost. Any Owner Indemnitee that seeks to settle any Intellectual Property Claim shall seek the prior approval of Contractor, which approval shall not be unreasonably withheld, conditioned, or delayed, in respect of such settlement. Contractor shall not settle any Intellectual Property Claim that includes any non-monetary obligations without the prior approval of Owner, which approval shall not be unreasonably withheld, conditioned, or delayed, in respect of such settlement. 30.1.2 In addition to its indemnification, defense and hold harmless obligations contained elsewhere herein, to the fullest extent permitted by Law, Contractor assumes liability for, and agrees to indemnify, protect, save and hold harmless and defend each of the Owner Indemnitees from and against any and all Losses (including any strict liability, all fines and penalties as well as reasonable attorneys’ fees, consultant fees, experts’ fees and litigation expenses) of whatsoever kind and nature that may be imposed on, suffered or incurred by or asserted against any Owner Indemnitee in any way relating to or directly or indirectly arising out of (a) the presence, Release or threatened Release of any Hazardous Substance used, generated or handled by or brought to the Job Site or disposed by or at the direction of Contractor or any Subcontractor or Agent For Contractor (but in all cases, excluding (i) Pre-Existing Hazardous Substances (except to the extent of Contractor’s a breach by Owner in relation to any obligation it has to make a payment under this Agreement; (g) all Losses that directly arise out of or its result from employers' liability or workers' compensation claims filed by any employees or agents of Contractor or any of the Subcontractors’ , regardless of negligence of Owner or any Owner Party contributing to such Agent For Contractor’s noncompliance Losses; (h) all Losses arising from third-party claims, including by Subcontractors and for property damage, personal injury or bodily injury or death that directly or indirectly arise out of or result from the failure of Contractor or any of the Subcontractors to comply with Section 3.8.46; the terms and conditions of Applicable Laws during their performance of the Work; (i) all fines or penalties issued by any Governmental Authority that directly arise out of or result from the failure of the Project (ii) Gross Negligence or Willful Misconduct any portion thereof), as designed, constructed and completed by Contractor or any Subcontractor, to be capable of operating in compliance with all Applicable Laws or the conditions or provisions of all Applicable Permits (1) Senior Supervisory Personnel or (2) comparable personnel of a Subcontractor or Agent For Contractor (limited to the extent the Applicable Permits relate to the Work), in each case, as in effect as of the Facility Substantial Completion Date; (j) any and all fines, penalties or assessments issued by any Governmental Authority that Owner may incur as a result of executing any applications to any such Governmental Authority at Contractor's request; *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (k) all Losses arising from claims by any Governmental Authority that directly or indirectly arise out of or result from the failure of Contractor to pay, as and when due, all Taxes (other than Owner Taxes), fees or charges of any recovery kind imposed by any Governmental Authority for which Contractor from such Subcontractor or Agent For Contractor) in the handling, storage or transportation of any Pre-Existing Hazardous Substance after discovery of such Pre-Existing Hazardous Substance by Contractor or a Subcontractor or Agent For Contractor); or (iii) claims arising out of Owner’s Gross Negligence or Willful Misconduct in the handling, storage or transportation of Hazardous Substances brought is obligated to pay pursuant to the Site terms of this Agreement; (l) all Losses arising from claims by Contractor), any Governmental Authority claiming Taxes (bother than Owner Taxes) bodily injuries (including wrongful death) based on gross receipts or property damage of Third Parties (with respect to bodily injuries, “Third Parties” shall include Owner’s employees), to the extent caused by the negligent acts or omissions on income of Contractor, any worker of the Subcontractors, or any of their respective agents or employees with respect to any payment for the Work made to or earned by Contractor, any of the Subcontractors, or any of their respective agents or employees under this Agreement; (m) all fines or penalties issued by, and other similar amounts payable to, any Governmental Authority that arise out of or result from the failure of Contractor, a Subcontractor or anyone any of their respective agents or employees to comply with any Applicable Permit, except where such non-compliance is excused pursuant to the terms of this Agreement; (n) all Losses arising from claims by the counterparties to the agreements setting forth the Real Property Rights arising out of or in connection with Contractor's performance of the Work, including any crop damages; (o) all Losses, including claims for whose acts they may be liable arising property damage, personal injury or bodily injury or death, whether or not involving damage to the Project or the Site, that arise out of or result from: (i) the use of Hazardous Materials by Contractor or any of its Subcontractors in connection with the performance of the Work, (c) fines and penalties arising out which use includes the storage, transportation, processing or disposal of the violation such Hazardous Materials by Contractor or any Subcontractor of: (i) any Permit held in of its name Subcontractors, whether lawful or unlawful; (ii) any applicable Law, (d) any claims brought by Subcontractors against Owner claiming Contractor breach Release in connection with the performance of contract with such Subcontractor including failure to make payments due and payable to such Subcontractor (except to the extent the same constitute Reimbursable Costs), (e) the vitiation of any Contractor provided insurance policies due to Contractor’s or any Subcontractor’s breach of any representation, declarations or conditions contained in any insurance policy, including the provision of false or misleading information, (f) Contractor or any Subcontractor terminating the employment of or removing from the Work any employee who fails to meet the requirements set forth in Section 5.1.2 following a request by Owner to have such employee removed from Work, or (g) claims by any Government Authority as a result of a failure by Contractor or any Subcontractor of its Subcontractors (except as provided in Section 24.2(e)); or (iii) any enforcement or compliance proceeding commenced by or in the name of any Governmental Authority because of an alleged, threatened or actual violation of any Applicable Law by Contractor or any of its Subcontractors with respect to pay Taxes for which it is responsible to pay or remit under this AgreementHazardous Materials in connection with the performance of the Work. 30.1.3 To the fullest extent permitted by Law, Contractor assumes liability for, and agrees to indemnify, protect, save and hold harmless and defend each of the Owner Indemnitees from and against any and (p) and (q) all Losses (including any strict liability, as well as reasonable attorneys’ fees, consultant fees, experts’ fees and litigation expenses) of whatsoever kind and nature that may be imposed on, suffered or incurred by or asserted against any payments made by Owner Indemnitee to that are the extent arising from the negligence of Contractor or any Subcontractor or any other Person directly or indirectly employed by any of them hereunder for damage to or loss of the physical property of Owner or its Affiliates for which Owner or its Affiliate has assumed care, custody and control (excluding, for the avoidance of doubt, the Work for which Contractor has the risk of loss Contractor's responsibility under Section 25.2 at the time the damage occurred); provided, however, Contractor’s and Subcontractor’s total liability hereunder for each occurrence of such damage or loss to such property is capped at [***]3.34. 30.1.4 Notwithstanding anything to the contrary herein, no provision, clause, covenant, or agreement contained in, or collateral to this Agreement, will be understood to require Owner or Contractor to indemnify, defend, hold harmless, or have the effect of indemnifying, defending, or holding harmless, any indemnitee from or against any liability for loss or damage to the extent resulting from the Gross Negligence or Willful Misconduct of the indemnitee, an agent or employee of the indemnitee, or a third party over which the indemnitor has no control.

Contractor Indemnity. 30.1.1 Contractor shall defend, indemnify, and hold the Owner Indemnitees harmless from and against any and all Losses incurred by any such Owner Indemnitees to a. To the extent arising from or based on any Intellectual Property Claim. If any use, operation, or enjoyment covered by the scope and limits of the Facility or any part thereof is the subject of an Intellectual Property Claim, then, project specific insurance specified to be purchased by Contractor in additionArticle 25, Contractor shall promptly, but in no event later than thirty (30) days from the date of notice from Owner, commence action to remove such impediment, and thereafter shall diligently pursue removal of such impediment, (at Contractor’s option) by: (a) procuring for Owner, or reimbursing Owner for procuring, the right to continue using the subject of the Intellectual Property Claim; (b) modifying the subject of the Intellectual Property Claim to avoid the alleged infringement, disclosure, use, misappropriation or other violation, while maintaining substantially the same performance, quality and expected life satisfying the requirements of this Agreement, to the reasonable satisfaction of Owner; or (c) replacing the subject of the Intellectual Property Claim with service, Materials, Inventions, or other Work or Contractor Intellectual Property, as applicable, of comparable functionality and quality and satisfying the requirements of this Agreement, to the reasonable satisfaction of Owner, that avoids the alleged infringement, disclosure, use, misappropriation or other violation; provided that in no case shall Contractor take any action which materially and adversely affects Owner’s continued completion, design, construction, installation, operation, maintenance, repair, replacement, expansion, modification, alteration or reconstruction of the Facility (or any portion, subsystem or component thereof) without the prior written consent of Owner; and provided further, that in no event shall Contractor have such indemnity obligations or obligation to remove such impediment for any Intellectual Property Claim arising from or in connection with (i) the Owner Furnished Equipment and Materials or any written instruction, written information, designs, specifications, or other materials provided by Owner to Contractor, (ii) any action or omission of any Owner Contractor, or (iii) any modification of the Work directed by Owner or that was not authorized by Contractor. For the avoidance of doubt, Owner’s acceptance of the Materials, Deliverables, Inventions, and other equipment or any other component of the Work shall not be construed to relieve Contractor of any obligation hereunder. Owner shall, and shall cause other Owner Indemnitees to, agree to reasonably cooperate and assist Contractor in the defense of any Intellectual Property Claims, at Contractor’s cost. Any Owner Indemnitee that seeks to settle any Intellectual Property Claim shall seek the prior approval of Contractor, which approval shall not be unreasonably withheld, conditioned, or delayed, in respect of such settlement. Contractor shall not settle any Intellectual Property Claim that includes any non-monetary obligations without the prior approval of Owner, which approval shall not be unreasonably withheld, conditioned, or delayed, in respect of such settlement. 30.1.2 In addition to its indemnification, defense and hold harmless obligations contained elsewhere herein, to the fullest extent permitted by Law, Contractor assumes does hereby assume liability for, and agrees does hereby agree to indemnify, protect, save and hold harmless Owner, Lender, DOE and defend each of their respective employees, affiliates, successors, assigns, agents, officers and directors, and anyone else acting for or on behalf of any of the Owner Indemnitees foregoing Persons (collectively “Indemnified Persons” and each, an “Indemnified Person”) from and against any and all Losses liabilities (including any but not limited to liabilities arising out of the application of the doctrine of strict liability), all fines obligations, losses, damages, royalties, penalties, claims, actions, suits, judgments, costs, expenses and penalties as well as reasonable attorneys’ feesdisbursements, consultant feeswhether any of the foregoing be founded or unfounded (including, experts’ but not limited to, fines, court costs, legal fees and litigation expenses) expenses and costs of investigation), of whatsoever kind and nature arising out of property damage loss that may be imposed on, suffered or incurred by or asserted against any Owner Indemnitee Indemnified Person and in any way relating to or directly or indirectly arising out of (a) the presence, Release or threatened Release of any Hazardous Substance used, generated or handled by or brought to the Job Site or disposed by or at the direction of Contractor or any Subcontractor or Agent For Contractor (but in all cases, excluding (i) Pre-Existing Hazardous Substances (except to the extent of Contractor’s or its Subcontractors’ or such Agent For Contractor’s noncompliance with Section 3.8.46; or (ii) Gross Negligence or Willful Misconduct of (1) Senior Supervisory Personnel or (2) comparable personnel of a Subcontractor or Agent For Contractor (limited to the extent of any recovery by Contractor from such Subcontractor or Agent For Contractor) in the handling, storage or transportation of any Pre-Existing Hazardous Substance after discovery of such Pre-Existing Hazardous Substance by Contractor or a Subcontractor or Agent For Contractor); or (iii) claims arising out of Owner’s Gross Negligence or Willful Misconduct in the handling, storage or transportation of Hazardous Substances brought to the Site by Contractor), (b) bodily injuries (including wrongful death) or property damage of Third Parties (with respect to bodily injuries, “Third Parties” shall include Owner’s employees), to the extent caused by the negligent acts or omissions of Contractor, any worker or any Subcontractor or anyone for whose acts they may be liable arising in connection with the performance of the Work, (c) fines and penalties arising out of the violation by Contractor or its Technical Consultants. Notwithstanding the foregoing, Contractor shall not be responsible for any Subcontractor of: (i) any Permit held in its name loss or (ii) any applicable Law, (d) any claims brought by Subcontractors against Owner claiming Contractor breach of contract with such Subcontractor including failure to make payments due and payable to such Subcontractor (except portion thereof to the extent attributable to the same constitute Reimbursable Costs), (e) the vitiation negligence or willful misconduct of any Contractor provided insurance policies due to Contractor’s Owner or any Subcontractor’s breach of any representation, declarations or conditions contained in any insurance policy, including the provision of false or misleading information, (f) Contractor or any Subcontractor terminating the employment of or removing from the Work any employee who fails to meet the requirements set forth in Section 5.1.2 following a request by Owner to have such employee removed from Work, or (g) claims by any Government Authority as a result of a failure by Contractor or any Subcontractor to pay Taxes other Indemnified Person hereunder for which it is responsible Owner has agreed to pay or remit provide indemnification under this AgreementSection 26.2 hereof. 30.1.3 b. To the fullest extent permitted by Lawlaw, Contractor assumes does hereby assume liability for, and agrees does hereby agree to indemnify, protect, save and hold harmless and defend each of the Owner Indemnitees Indemnified Persons from and against any and all Losses liabilities (including any but not limited to liabilities arising out of the application of the doctrine of strict liability), as well as reasonable attorneys’ feesobligations, consultant feeslosses, experts’ damages, royalties, penalties, claims, actions, suits, judgments, costs, expenses and disbursements, whether any of the foregoing be founded or unfounded (including, but not limited to, fines, court costs, legal fees and litigation expenses) expenses and costs of investigation), of whatsoever kind and nature arising out of death or injury of persons or damage to third party property loss that may be imposed on, suffered or incurred by or asserted against any Owner Indemnitee Indemnified Person and in any way relating to or arising out of the negligent acts or omissions of Contractor or its Technical Consultants. Notwithstanding the foregoing, Contractor shall not be responsible for any loss or portion thereof to the extent arising from attributable to the negligence or willful misconduct of Contractor or any Subcontractor Owner or any other Indemnified Person directly or indirectly employed by any of them hereunder for damage to or loss of the physical property of Owner or its Affiliates for which Owner or its Affiliate has assumed care, custody and control (excluding, for the avoidance of doubt, the Work for which Contractor has the risk of loss agreed to provide indemnification under Section 25.2 at the time the damage occurred); provided, however, Contractor’s and Subcontractor’s total liability hereunder for each occurrence of such damage or loss to such property is capped at [***]26.2 hereof. 30.1.4 Notwithstanding anything to the contrary herein, no provision, clause, covenant, or agreement contained in, or collateral to this Agreement, will be understood to require Owner or Contractor to indemnify, defend, hold harmless, or have the effect of indemnifying, defending, or holding harmless, any indemnitee from or against any liability for loss or damage to the extent resulting from the Gross Negligence or Willful Misconduct of the indemnitee, an agent or employee of the indemnitee, or a third party over which the indemnitor has no control.