Common use of Contractor Indemnity Clause in Contracts

Contractor Indemnity. Without limiting the generality of Section 13.1.1 hereof, Contractor shall fully indemnify, save harmless and defend the Owner Indemnified Parties from and against any and all Damages in favor of any governmental authority or other third party to the extent caused by 115 (a) failure of Contractor or any Subcontractor to comply with Applicable Laws and Applicable Permits as required by this Agreement, (b) failure of Contractor or any Subcontractor to properly administer and pay the Taxes as required hereunder (including without limitation the Contractor Taxes) or any other taxes, fees and contributions required to be paid by Contractor or any Subcontractor under Applicable Laws, provided that Contractor will not indemnify the Owner Indemnified Parties for any penalties on Project Taxes to the extent that Contractor or its Subcontractors become liable therefor as a result of Owner's failure to promptly pay any amounts when due, and such amounts should have been rightfully paid when due, or (c) nonpayment of amounts due as a result of furnishing materials or services to Contractor or any Subcontractor which are payable by Contractor or any Subcontractor in connection with the Services; provided, that the indemnification under clause (a) hereof shall not cover Damages to the extent such Damages are caused by Owner's operation of the Facility following the first to occur of Provisional Acceptance, Interim Acceptance and Final Acceptance of the Facility hereunder (unless the operational performance of the Facility shall have been adversely affected by Contractor's performance of the Services hereunder following Provisional Acceptance, Interim Acceptance or Final Acceptance of the Facility).

Contractor Indemnity. Without limiting To the generality of Section 13.1.1 hereoffullest extent permitted by law, the Contractor shall fully assumes all liability for and agrees to indemnify, save defend (at option of Owner) and hold harmless and defend the Owner Indemnified Parties from and against any and all Damages claims, liabilities, damages, fines, penalties, losses, judgments, charges, costs, expenses (including reasonable attorneys’ fees), assessments, and causes of action, of every kind or character (whether just or unjust), including but not limited to claims involving personal injury (including death to any employee or other person), or damage to property (either real, personal or otherwise), or otherwise, that either directly or indirectly arise out of or relate to the performance by the Contractor Responsible Parties of this Contract, the Work or Services, the use by the Contractor Responsible Parties of the Owner’s property (both real and personal), any labor, materials, Inputs and equipment furnished by Contractor Responsible Parties, or any representation or warranty made by Contractor in favor any Contract Document. Additionally, the Contractor agrees to assume all liabilities, attorneys’ fees and other costs incurred by Owner Indemnified Parties arising out of their efforts to enforce the indemnification provisions of this Section. The indemnification obligations of Contractor provided for herein shall apply irrespective of any governmental authority partial or other third party contributed negligence or alleged partial or contributed negligence of Owner, except to the extent caused by 115 (a) failure extent, if any, that the provisions of Section 5-322.1 of the New York General Obligations Law require otherwise. Contractor shall nevertheless remain liable hereunder on account of the negligence of a party other than Owner whether or not Owner is partially negligent. The indemnification obligations of Contractor or any Subcontractor to comply with Applicable Laws and Applicable Permits as required by this Agreement, (b) failure provided for herein shall in all events survive performance of the other obligations of Contractor or under this Contract and shall survive termination of this Contract for any Subcontractor to properly administer and pay the Taxes as required hereunder (including without limitation the Contractor Taxes) reason. Such indemnification shall also include any claims arising under right- of-way agreements, licenses or any other taxes, fees and contributions required forms of contracts or permits which Owner has relating to the property upon which the Work or Services to be paid by Contractor or any Subcontractor under Applicable Laws, provided that Contractor will not indemnify the Owner Indemnified Parties for any penalties on Project Taxes to the extent that Contractor or its Subcontractors become liable therefor as a result of Owner's failure to promptly pay any amounts when due, and such amounts should have been rightfully paid when due, or (c) nonpayment of amounts due as a result of furnishing materials or services to Contractor or any Subcontractor which done hereunder are payable by Contractor or any Subcontractor in connection with the Services; provided, that the indemnification under clause (a) hereof shall not cover Damages to the extent such Damages are caused by Owner's operation of the Facility following the first to occur of Provisional Acceptance, Interim Acceptance and Final Acceptance of the Facility hereunder (unless the operational performance of the Facility shall have been adversely affected by Contractor's performance of the Services hereunder following Provisional Acceptance, Interim Acceptance or Final Acceptance of the Facility)performed.

Contractor Indemnity. Without limiting the generality of Section 13.1.1 hereofExcept with respect to a Nuclear Incident, Contractor shall fully indemnify, save defend and hold harmless Owner, its Affiliates, and defend the Owner Indemnified Parties their respective partners, shareholders, officers, directors, and lenders from and against Third Party Claims and costs and expenses associated therewith (including attorneys' fees) from any and all Damages in favor injury of any governmental authority or death to natural persons, or damage to or destruction of third party property (i.e., property other than the Facility or other third party property belonging to Owner) to the extent caused by 115 arising from (ai) failure the negligent or willful acts or omissions of Contractor or any Subcontractor to comply with Applicable Laws and Applicable Permits as required by this Agreementits Personnel or Invitees acting within the scope of their employment or for which applicable Law would otherwise hold Contractor liable for such acts or omissions, (bii) failure of Contractor or any Subcontractor Liens arising from nonpayment to properly administer and pay the Taxes as required hereunder (including without limitation the Contractor Taxes) or any other taxes, fees and contributions required to be paid by Contractor or any Subcontractor under Applicable Laws, provided that Contractor will not indemnify the Owner Indemnified Parties for any penalties on Project Taxes to the extent that Contractor or its Subcontractors become liable therefor as a result of Owner's failure to promptly pay any amounts when due, and such amounts should have been rightfully paid when due, or (c) nonpayment of amounts due as a result of furnishing materials or services to Contractor or any Subcontractor which are payable by Contractor or any Subcontractor in connection with the Services; providedWork, provided that Contractor has been paid in accordance with this Agreement, or (iii) the indemnification under clause (a) hereof shall not cover Damages release on or from the Site of any Hazardous Materials, but only to the extent such Damages release is due to Contractor's or a Subcontractor's or their Personnel's or Invitees' negligence or willful misconduct while acting within the scope of their employment or for which applicable Law would otherwise hold Contractor liable for such acts or omissions. Contractor's obligations in this Section 15.1 are caused by Owner's operation limited to the proceeds of the Facility following insurances required to be provided hereunder, provided that if the first to occur of Provisional Acceptanceinsurance program is a Contractor controlled insurance program, Interim Acceptance and Final Acceptance the limit shall be the amount of the Facility proceeds from such insurance (or the proceeds which would have been received, if Contractor had not failed to obtain such insurance). Contractor's obligations in this Section 15.1 are further conditioned upon Owner giving Contractor prompt notice of any known claims for which it seeks indemnity hereunder (unless the operational performance of the Facility shall have been adversely affected by along with documentation which reasonably evidences Contractor's performance responsibility thereof) and Owner providing such assistance and cooperation in the defense of indemnified claims as Contractor shall reasonably request as set forth in more detail in Section 15.5. In the Services hereunder following Provisional Acceptanceevent that Owner or Owner Interests incur any cost, Interim Acceptance loss, damage or Final Acceptance expense arising out of the Facility)or resulting from any Third Party Claim for which Execution Version Confidential Trade Secret Information—Subject to Restricted Procedures Contractor is required to indemnify Owner or Owner Interests pursuant to this Section 15.2, Contractor shall promptly reimburse Owner for such cost, loss, damage or expense.

Contractor Indemnity. Without limiting the generality of Section 13.1.1 hereof, Contractor shall fully indemnify, save hold harmless and defend the Owner Indemnified and all Owner Parties from and against any and the following: (a) all Damages in favor of any governmental authority Losses arising from third-party claims for property damage, personal injury or other third party bodily injury or death to the extent caused by 115any 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; (ab) 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, ***, 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***; (d) Losses sustained by Owner as a result of Contractor's breach of Section 3.29; (e) all Losses incurred by Owner as a result of a claim under the Project Labor Agreement against Owner arising from the construction of the 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 Subcontractors, or other persons performing any portion of the Work, including reasonable attorneys' fees and expenses incurred by any Owner Party in discharging any Contractor Lien, except to the extent of a breach by Owner in relation to any obligation it has to make a payment under this Agreement; *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (g) all Losses that directly arise out of or 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 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 Subcontractor of the Subcontractors to comply with the terms and conditions of Applicable Laws and Applicable Permits as required during their performance of the Work; (i) all fines or penalties issued by this Agreement, (b) any Governmental Authority that directly arise out of or result from the failure of Contractor the Project (or any Subcontractor to properly administer portion thereof), as designed, constructed and pay the Taxes as required hereunder (including without limitation the Contractor Taxes) or any other taxes, fees and contributions required to be paid completed by Contractor or any Subcontractor under Subcontractor, to be capable of operating in compliance with all Applicable Laws, provided that Contractor will not indemnify Laws or the Owner Indemnified Parties for any penalties on Project Taxes conditions or provisions of all Applicable Permits (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 Contractor or its Subcontractors become liable therefor Owner may incur as a result of Ownerexecuting any applications to any such Governmental Authority at Contractor's request; (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 promptly pay any amounts pay, as and when due, and such amounts should have been rightfully paid when dueall Taxes (other than Owner Taxes), fees or charges of any kind imposed by any Governmental Authority for which Contractor is obligated to pay pursuant to the terms of this Agreement; (l) all Losses arising from claims by any Governmental Authority claiming Taxes (other than Owner Taxes) based on gross receipts or on income of Contractor, any of the Subcontractors, or (c) nonpayment any of amounts due as a result their respective agents or employees with respect to any payment for the Work made to or earned by Contractor, any of furnishing materials or services to Contractor 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 which are payable by Contractor or any Subcontractor 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 the Services; provided, that the indemnification under clause (a) hereof shall not cover Damages to the extent such Damages are caused by Owner's operation of the Facility following the first to occur of Provisional Acceptance, Interim Acceptance and Final Acceptance of the Facility hereunder (unless the operational performance of the Facility shall have been adversely affected by Contractor's performance of the Services hereunder following Provisional AcceptanceWork, Interim Acceptance including any crop damages; (o) all Losses, including claims for property damage, personal injury or Final Acceptance 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 FacilityWork, which use includes the storage, transportation, processing or disposal of such Hazardous Materials by Contractor or any of its Subcontractors, whether lawful or unlawful; (ii) any Release in connection with the performance of the Work by Contractor or any 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 Hazardous Materials in connection with the performance of the Work.

Contractor Indemnity. Without limiting the generality of Section 13.1.1 hereofExcept with respect to a Nuclear Incident, Contractor shall fully indemnify, save defend and hold harmless Owner, its Affiliates, and defend the Owner Indemnified Parties their respective partners, shareholders, officers, directors, and lenders from and against Third Party Claims and costs and expenses associated therewith (including attorneys’ fees) from any and all Damages in favor injury of any governmental authority or death to natural persons, or damage to or destruction of third party property (i.e., property other than the Facility or other third party property belonging to Owner) to the extent caused by 115 arising from (ai) failure the negligent or willful acts or omissions of Contractor or any Subcontractor to comply with Applicable Laws and Applicable Permits as required by this Agreementits Personnel or Invitees acting within the scope of their employment or for which applicable Law would otherwise hold Contractor liable for such acts or omissions, (bii) failure of Contractor or any Subcontractor Liens arising from nonpayment to properly administer and pay the Taxes as required hereunder (including without limitation the Contractor Taxes) or any other taxes, fees and contributions required to be paid by Contractor or any Subcontractor under Applicable Laws, provided that Contractor will not indemnify the Owner Indemnified Parties for any penalties on Project Taxes to the extent that Contractor or its Subcontractors become liable therefor as a result of Owner's failure to promptly pay any amounts when due, and such amounts should have been rightfully paid when due, or (c) nonpayment of amounts due as a result of furnishing materials or services to Contractor or any Subcontractor which are payable by Contractor or any Subcontractor in connection with the Services; providedWork, provided that Contractor has been paid in accordance with this Agreement, or (iii) the indemnification under clause (a) hereof shall not cover Damages release on or from the Site of any Hazardous Materials, but only to the extent such Damages release is due to Contractor’s or a Subcontractor’s or their Personnel’s or Invitees’ negligence or willful misconduct while acting within the scope of their employment or for which applicable Law would otherwise hold Contractor liable for such acts or omissions. Contractor’s obligations in this Section 15.1 are caused by Owner's operation limited to the proceeds of the Facility following insurances required to be provided hereunder, provided that if the first to occur of Provisional Acceptanceinsurance program is a Contractor controlled insurance program, Interim Acceptance and Final Acceptance the limit shall be the amount of the Facility proceeds from such insurance (or the proceeds which would have been received, if Contractor had not failed to obtain such insurance). Contractor’s obligations in this Section 15.1 are further conditioned upon Owner giving Contractor prompt notice of any known claims for which it seeks indemnity hereunder (unless along with documentation which reasonably evidences Contractor’s responsibility thereof) and Owner providing such assistance and cooperation in the operational performance defense of indemnified claims as Contractor shall reasonably request as set forth in more detail in Section 15.5. [**] “[**]” in this Exhibit 10.01 indicates material that has been omitted pursuant to a request for confidential treatment and filed separately with the Facility shall have been adversely affected by Contractor's performance of the Services hereunder following Provisional Acceptance, Interim Acceptance or Final Acceptance of the Facility).Securities and Exchange Commission. Execution Version Confidential Trade Secret Information—Subject to Restricted Procedures [**]

Contractor Indemnity. Without limiting the generality of Section 13.1.1 hereofExcept with respect to a Nuclear Incident, Contractor shall fully indemnify, save defend and hold harmless Owner, its Affiliates, and defend the Owner Indemnified Parties their respective partners, shareholders, officers, directors, and lenders from and against Third Party Claims and costs and expenses associated therewith (including attorneys' fees) from any and all Damages in favor injury of any governmental authority or death to natural persons, or damage to or destruction of third party property (i.e., property other than the Facility or other third party property belonging to Owner) to the extent caused by 115 arising from (ai) failure the negligent or willful acts or omissions of Contractor or any Subcontractor to comply with Applicable Laws and Applicable Permits as required by this Agreementits Personnel or Invitees acting within the scope of their employment or for which applicable Law would otherwise hold Contractor liable for such acts or omissions, (bii) failure of Contractor or any Subcontractor Liens arising from nonpayment to properly administer and pay the Taxes as required hereunder (including without limitation the Contractor Taxes) or any other taxes, fees and contributions required to be paid by Contractor or any Subcontractor under Applicable Laws, provided that Contractor will not indemnify the Owner Indemnified Parties for any penalties on Project Taxes to the extent that Contractor or its Subcontractors become liable therefor as a result of Owner's failure to promptly pay any amounts when due, and such amounts should have been rightfully paid when due, or (c) nonpayment of amounts due as a result of furnishing materials or services to Contractor or any Subcontractor which are payable by Contractor or any Subcontractor in connection with the Services; providedWork, provided that Contractor has been paid in accordance with this Agreement, or (iii) the indemnification under clause (a) hereof shall not cover Damages release on or from the Site of any Hazardous Materials, but only to the extent such Damages release is due to Contractor's or a Subcontractor's or their Personnel's or Invitees' negligence or willful misconduct while acting within the scope of their employment or for which applicable Law would otherwise hold Contractor liable for such acts or omissions. Contractor's obligations in this Section 15.1 are caused by Owner's operation limited to the proceeds of the Facility following insurances required to be provided hereunder, provided that if the first to occur of Provisional Acceptanceinsurance program is a Contractor controlled insurance program, Interim Acceptance and Final Acceptance the limit shall be the amount of the Facility proceeds from such insurance (or the proceeds which would have been received, if Contractor had not failed to obtain such insurance). Contractor's obligations in this Section 15.1 are further conditioned upon Owner giving Contractor prompt notice of any known claims for which it seeks indemnity hereunder (unless the operational performance of the Facility shall have been adversely affected by along with documentation which reasonably evidences Contractor's performance responsibility thereof) and Owner providing such assistance and cooperation in the defense of indemnified claims as Contractor shall reasonably request as set forth in more detail in Section 15.5. In the Services hereunder following Provisional Acceptanceevent that Owner or Owner Interests incur any cost, Interim Acceptance loss, damage or Final Acceptance expense arising out of the Facility)or resulting from any Third Party Claim for which Contractor is required to indemnify Owner or Owner Interests pursuant to this Section 15.2, Contractor shall promptly reimburse Owner for such cost, loss, damage or expense.

Contractor Indemnity. Without limiting the generality of Section 13.1.1 hereof, Contractor shall fully indemnify, save hold harmless and defend the Owner Indemnified and all Owner Parties from and against any and the following: (a) all Damages in favor of any governmental authority Losses arising from third-party claims for property damage, personal injury or other third party bodily injury or death to the extent caused by 115any 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; (ab) 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, ***, 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***; (d) Losses sustained by Owner as a result of Contractor's breach of Section 3.29; (e) all Losses incurred by Owner as a result of a claim under the Project Labor Agreement against Owner arising from the construction of the 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 Subcontractors, or other persons performing any portion of the Work, including reasonable attorneys' fees and expenses incurred by *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. any Owner Party in discharging any Contractor Lien, except to the extent of 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 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 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 Subcontractor of the Subcontractors to comply with the terms and conditions of Applicable Laws and Applicable Permits as required during their performance of the Work; (i) all fines or penalties issued by this Agreement, (b) any Governmental Authority that directly arise out of or result from the failure of Contractor the Project (or any Subcontractor to properly administer portion thereof), as designed, constructed and pay the Taxes as required hereunder (including without limitation the Contractor Taxes) or any other taxes, fees and contributions required to be paid completed by Contractor or any Subcontractor under Subcontractor, to be capable of operating in compliance with all Applicable Laws, provided that Contractor will not indemnify Laws or the Owner Indemnified Parties for any penalties on Project Taxes conditions or provisions of all Applicable Permits (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 Contractor or its Subcontractors become liable therefor Owner may incur as a result of Ownerexecuting any applications to any such Governmental Authority at Contractor's request; (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 promptly pay any amounts pay, as and when due, and such amounts should have been rightfully paid when dueall Taxes (other than Owner Taxes), fees or charges of any kind imposed by any Governmental Authority for which Contractor is obligated to pay pursuant to the terms of this Agreement; (l) all Losses arising from claims by any Governmental Authority claiming Taxes (other than Owner Taxes) based on gross receipts or on income of Contractor, any of the Subcontractors, or (c) nonpayment any of amounts due as a result their respective agents or employees with respect to any payment for the Work made to or earned by Contractor, any of furnishing materials or services to Contractor 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 which are payable by Contractor or any Subcontractor 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 the Services; provided, that the indemnification under clause (a) hereof shall not cover Damages to the extent such Damages are caused by Owner's operation of the Facility following the first to occur of Provisional Acceptance, Interim Acceptance and Final Acceptance of the Facility hereunder (unless the operational performance of the Facility shall have been adversely affected by Contractor's performance of the Services hereunder following Provisional AcceptanceWork, Interim Acceptance including any crop damages; (o) all Losses, including claims for property damage, personal injury or Final Acceptance 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 FacilityWork, which use includes the storage, transportation, processing or disposal of such Hazardous Materials by Contractor or any of its Subcontractors, whether lawful or unlawful; (ii) any Release in connection with the performance of the Work by Contractor or any 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 Hazardous Materials in connection with the performance of the Work. (p) and (q) all Losses incurred by or payments made by Owner that are the Contractor's responsibility under Section 3.34.