Common use of Generator’s Indemnification Clause in Contracts

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 against any and all Claims resulting from or arising out of an Event of Default on the part of Generator or any other breach by Generator of any of its representations, warranties, covenants or agreements in this Agreement or any other Project Document which (if curable) is not cured in accordance with this Agreement or that other Project Document, in each case whether caused by Generator or its Affiliate, contractor, employee or agent.

Generator’s Indemnification. Without prejudice to Section 17.23.2, and subject to Section 17.4Sections 3.4, Section 17.53.5, Section 17.63.6, Section 17.7 and Section 19.9 and Section 5.8 of the Refined Coal Supply Agreement6.7, Generator shall: LG&E or XXX (a) 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 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 negligent one or fraudulent 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 willful misconduct of non-compliance with any Environmental Law by that Generator (that is, LG&E or XXX, but not the other) or any of its Affiliates (but as to LG&E, not XXX, or as to XXX, not LG&E) or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or inviteesinvitees (other than Producer or any of its Affiliates) at, except on or associated with the Power Plant, the Site or that Generator’s indemnity obligations hereunder shall exclude any Claims to the extent resulting from an act ownership, use 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)operation thereof; (b) indemnifythe presence, defend and hold harmless the Producer Indemnified Parties from and against any and all Claims relating to regulatory penalties use, generation, storage, transportation, discharge, migration, release, threat of release, disposal or fines and reasonable expenses caused by or resulting or arising from or in connection with the violation other disposition of any applicable Law Hazardous Material on, under, to or Governmental Approval from (i) the Power Plant or the Site, (ii) any other property owned, operated or controlled by Generator or any Affiliate of its Affiliates Generator (but as to LG&E, not XXX, or as to XXX, not LG&E), or (iii) any of their respective partnersthird 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, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives treatment or inviteesdisposal facilities; or off-Site coal storage areas), in connection with this Agreementeach case, except for any Claims to whether occurring before, on or after 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)Effective Date; (c) indemnifyany inquiry, defend and hold harmless 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 Indemnified Parties from and against in accordance with the Project Documents, in either case on the basis of a violation or non-compliance by that Generator as contemplated in Subsection (a) above or the presence, use, generation, storage, transportation, discharge, migration, release, threat of release, disposal or other disposition of any and all Claims Hazardous Material as contemplated in Subsection (b) above (except for any injury or death to any of GeneratorProducer’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 indemnification obligations set forth in its role as Coal Consultant under the Coal Handling and Consulting AgreementSection 3.2); and; (d) indemnify, defend the application of any chemicals that Producer utilizes at the Facility at the express written request and hold harmless direction of that Generator for purposes outside the Producer Indemnified Parties from and against any and all Claims resulting from or arising out requirements for the production of an Event of Default on the part of Generator or any other Refined Coal by Producer; or (e) a breach by that Generator of any of its representations, warranties, warranties or covenants or agreements in this Agreement or any other Project Document which (if curable) is not cured in accordance with this Agreement or that other Project Document, in each case whether caused by Generator or its Affiliate, contractor, employee or agentAgreement.

Generator’s Indemnification. Without prejudice to Section 17.214.2, and subject to Section 17.45.8, Section 17.514.4, Section 17.614.5, Section 17.7 14.6, Section 14.7 and Section 19.9 and Section 5.8 of the Refined Coal Supply Agreement16.8, Generator LG&E or XXX (as applicable), severally, but not jointly, 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 that Generator (LG&E or XXX, but not the other) or any of its Affiliates (but as to LG&E, not XXX, or as to XXX, not LG&E) or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees, except that such 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 that Generator or any of its Affiliates (but as to LG&E, not XXX, or as to XXX, not LG&E) 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 that 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 against any and all Claims resulting from or arising out of an Event of Default on the part of that Generator or any other breach by that Generator of any of its representations, warranties, covenants or agreements in this Agreement or any other Project Document which (if curable) is not cured in accordance with this Agreement or that other Project Document, in each case whether caused by that Generator or its AffiliateAffiliate (but as to LG&E, contractornot XXX, employee or as to XXX, not LG&E), employee, contractor or agent.

Generator’s Indemnification. Without prejudice to Section 17.212.2, and subject to Section 17.412.4, Section 17.512.5, Section 17.612.6, Section 17.7 12.7 and Section 19.9 14.8 and Section 5.8 of the Refined Coal Supply Agreement, Generator LG&E or XXX (as applicable), severally, but not jointly, 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 that Generator (LG&E or XXX, but not the other) or any of its Affiliates (but as to LG&E, not XXX, or as to XXX, not LG&E) or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees, except that such 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 that Generator or any of its Affiliates (but as to LG&E, not XXX, or as to XXX, not LG&E) 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 that 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 against any and all Claims resulting from or arising out of an Event of Default on the part of that Generator or any other breach by that Generator of any of its representations, warranties, covenants or agreements in this Agreement or any other Project Document which (if curable) is not cured in accordance with this Agreement or that other Project Document, in each case whether caused by that Generator or its AffiliateAffiliate (but as to LG&E, contractornot XXX, employee or as to XXX, not LG&E), employee, contractor or agent.

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 LG&E or XXX (as applicable), severally, but not jointly, 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 that Generator (LG&E or XXX, but not the other) or any of its Affiliates (but as to LG&E, not XXX, or as to XXX, not LG&E) or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees, except that such 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 that Generator or any of its Affiliates (but as to LG&E, not XXX, or as to XXX, not LG&E) 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 that 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 against any and all Claims resulting from or arising out of an Event of Default on the part of that Generator or any other breach by that Generator of any of its representations, warranties, covenants or agreements in this Agreement or any other Project Document which (if curable) is not cured in accordance with this Agreement or that other Project Document, in each case whether caused by that Generator or its AffiliateAffiliate (but as to LG&E, not XXX, or as to XXX, not LG&E), contractor, employee or agent.