Generator’s Indemnification Sample Clauses
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Generator’s Indemnification. Without prejudice to Section 17.2, and subject to Section 17.4, Section 17.5, Section 17.6, Section 17.7 and Section 19.9 and Section 5.8 of the Refined Coal Supply Agreement, Generator shall:
(a) indemnify, defend and hold harmless Producer and its Affiliates, and their respective partners, members (and direct and indirect parents of such members), shareholders, managers, officers, directors, employees, contractors, subcontractors, agents and representatives (the “Producer Indemnified Parties”), from and against any and all Claims to the extent caused by or resulting or arising from or in connection with any negligent or fraudulent act or omission or willful misconduct of Generator or any of its Affiliates or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees, except that Generator’s indemnity obligations hereunder shall exclude any Claims to the extent resulting from an act or omission of Producer or its Affiliate, Operator, other contractor, employee or agent (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement);
(b) indemnify, defend and hold harmless the Producer Indemnified Parties from and against any and all Claims relating to regulatory penalties or fines and reasonable expenses caused by or resulting or arising from or in connection with the violation of any applicable Law or Governmental Approval by Generator or any of its Affiliates or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees, in connection with this Agreement, except for any Claims to the extent resulting from an act or omission of Producer or its Affiliate, Operator, other contractor, employee or agent (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement);
(c) indemnify, defend and hold harmless the Producer Indemnified Parties from and against any and all Claims for any injury or death to any of Generator’s employees, unless caused by the negligent or fraudulent act or omission or willful misconduct of Producer or its Affiliate, Operator, other contractor, employee or agent (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement); and
(d) indemnify, defend and hold harmless the Producer Indemnified Parties from and aga...
Generator’s Indemnification. Generator shall indemnify, hold harmless, and defend Pepco and its Affiliates, as the case may be, and their respective officers, directors, employees, agents, contractors, subcontractors, invitees, successors and permitted assigns from and against any and all claims, liabilities, costs, damages, and expenses (including, without limitation, reasonable attorney and expert fees, and disbursements incurred by any of them in any action or proceeding between Pepco and a third party or Generator) for damage to property of unaffiliated third parties, injury to or death of any person, including Pepco's employees or any third parties, to the extent caused, by the negligence or willful misconduct of Generator's and/or its officers, directors, employees, agents, contractors, subcontractors or invitees arising out of or connected with Generator's performance or breach of this Agreement, or the exercise by Generator of its rights hereunder.
Generator’s Indemnification. Generator shall indemnify, hold harmless and defend Pepco, its Affiliates, and their respective officers, directors, employees, agents, contractors, subcontractors, invitees and successors, from and against any and all claims, demands, suits, obligations, payments, liabilities, costs, losses, judgments, damages and expenses (including the costs and expenses of any and all actions, suits, proceedings, assessments, judgments, settlements, and compromises relating thereto, reasonable attorneys' and expert fees and reasonable disbursements in connection therewith) for any loss or liability arising out of or relating to Generator's breach of any covenant, representation or warranty of Generator in this Agreement.
Generator’s Indemnification. Without prejudice to Section 12.2, and subject to Section 12.4, Section 12.5, Section 12.6, Section 12.7 and Section 14.8 and Section 5.8 of the Refined Coal Supply Agreement, Generator shall:
Generator’s Indemnification. The Generators shall indemnify, hold harmless and defend O&R, its parent, affiliates, and successors, and their officers, directors, employees, agents, subcontractors, and successors, from and against any and all claims, demands, liabilities, costs, losses, judgments, damages and expenses (including, without limitation, reasonable attorney and expert fees, and disbursements incurred by O&R in any actions or proceedings between O&R and a third party, the Generators, or any other party) to the extent the foregoing are not covered by insurance ("O&R Indemnifiable Losses") asserted against or suffered by O&R for (i) damage to property, or (ii) injury to or death of any person, including O&R employees, the Generators' employees and their affiliates' employees, or any third parties, in such case to the extent caused by the gross negligence or willful misconduct of the Generators and/or their respective officers, directors, employees, agents, and subcontractors and arising out of this Agreement and not caused by the negligence or willful misconduct of any such Indemnitee.
Generator’s Indemnification. The Generator shall indemnify, hold harmless and defend NYSEG, its parent, affiliates, and successors, and their officers, directors, employees, agents, subcontractors, and successors, from and against any and all claims, demands, liabilities, costs, losses, judgments, damages and expenses (including, without limitation, reasonable attorney and expert fees, and disbursements incurred by NYSEG in any actions or proceedings between NYSEG and a third party, the Generator, or any other party) for damage to property, injury to or death of any person, including NYSEG's employees, Generator's employees and their affiliates' employees, or any third parties, to the extent caused wholly or in part by any act or omission, negligent or otherwise, by Generator and/or its officers, directors, employees, agents, and subcontractors arising out of or connected with this Agreement.
Generator’s Indemnification. Without prejudice to Section 3.2, and subject to Sections 3.4, Section 3.5, Section 3.6, and Section 6.7, Generator shall indemnify, defend and hold harmless Producer and its Affiliates, and their respective partners, members (and direct and indirect parents of such members), shareholders, managers, officers, directors, employees, contractors, subcontractors, agents and representatives, other than Generator in its capacity as Coal Consultant under the Coal Handling and Consulting Agreement (the “Producer Indemnified Parties”), from and against any and all Claims made against any Producer Indemnified Party by other Persons, or suffered or incurred by any Producer Indemnified Party, to the extent caused by or resulting or arising from or in connection with any one or more of the following, but in each case only to the extent such event or condition is not caused by an act or omission of any Producer Indemnified Party:
(a) the violation of or non-compliance with any Environmental Law by Generator or any of its Affiliates or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees (other than Producer or any of its Affiliates) at, on or associated with the Power Plant, the Site or Generator’s ownership, use or operation thereof;
(b) the presence, use, generation, storage, transportation, discharge, migration, release, threat of release, disposal or other disposition of any Hazardous Material on, under, to or from (i) the Power Plant or the Site, (ii) any other property owned, operated or controlled by Generator or any Affiliate of Generator, or (iii) any third party property where Hazardous Material arising from or relating to any condition or activities at the Power Plant or Site have come to be located (including any coal ash disposal facilities; waste storage, treatment or disposal facilities; or off-Site coal storage areas), in each case, whether occurring before, on or after the Effective Date;
(c) any inquiry, request or Claim alleging or seeking information concerning whether Producer is a potentially responsible party under any Environmental Law due to Producer’s license of the Site or actions taken by Producer in accordance with the Project Documents, in either case on the basis of a violation or non-compliance by Generator as contemplated in Subsection (a) above or the presence, use, generation, storage, transportation, discharge, migration, r...
Generator’s Indemnification. The Generator shall indemnify, defend and hold harmless Penelec and its Affiliates and their officers, directors, employees and agents from and against any and all claims, demands, suits, losses, damages, liabilities, costs and expenses (including reasonable attorney's fees and costs of investigation) for damage to property and injury to or death of persons, including Penelec's employees, Generator's employees and the employees of any third party, to the extent caused by, arising out of or related to the negligence or willful misconduct of Generator.
Generator’s Indemnification. Without prejudice to Section 3.2, and subject to Sections 3.4, Section 3.5, Section 3.6, and Section 6.7, LG&E or ▇▇▇ (as applicable), severally, but not jointly, shall indemnify, defend and hold harmless Producer and its Affiliates, and their respective partners, members (and direct and indirect parents of such members), shareholders, managers, officers, directors, employees, contractors, subcontractors, agents and representatives, other than Coal Consultant in its role as Coal Consultant under the Coal Handling and Consulting Agreement (the “Producer Indemnified Parties”), from and against any and all Claims made against any Producer Indemnified Party by other Persons, or suffered or incurred by any Producer Indemnified Party, to the extent caused by or resulting or arising from or in connection with any one or more of the following, but in each case only to the extent such event or condition is not caused by an act or omission of any Producer Indemnified Party:
(a) the violation of or non-compliance with any Environmental Law by that Generator (that is, LG&E or ▇▇▇, but not the other) or any of its Affiliates (but as to LG&E, not ▇▇▇, or as to ▇▇▇, not LG&E) or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees (other than Producer or any of its Affiliates) at, on or associated with the Power Plant, the Site or that Generator’s ownership, use or operation thereof;
(b) the presence, use, generation, storage, transportation, discharge, migration, release, threat of release, disposal or other disposition of any Hazardous Material on, under, to or from (i) the Power Plant or the Site, (ii) any other property owned, operated or controlled by Generator or any Affiliate of Generator (but as to LG&E, not ▇▇▇, or as to ▇▇▇, not LG&E), or (iii) any third party property where Hazardous Material arising from or relating to any condition or activities at the Power Plant or Site have come to be located (including any coal ash disposal facilities; waste storage, treatment or disposal facilities; or off-Site coal storage areas), in each case, whether occurring before, on or after the Effective Date;
(c) any inquiry, request or Claim alleging or seeking information concerning whether Producer is a potentially responsible party under any Environmental Law due to Producer’s license of the Site or actions taken by Producer in accordance with the Project Document...
Generator’s Indemnification. The Generator shall indemnify, defend and hold harmless the Company and its Affiliates and their officers, directors, employees and agents from and against any and all claims, demands, suits, losses, damages, liabilities, costs and expenses (including reasonable attorney's fees and costs of investigation) for damage to property and injury to or death of persons, including the Company's employees. Generator's employees and the employees of any third party, to the extent caused by, arising out of or related to the negligence or willful misconduct of Generator.