Government Fines. (a) Any fine, penalty or other cost incurred by either Party or such Party’s employees, agents or representatives (including their employees, agents or representatives) for non-compliance by such Party, its agents, or employees with the requirements of any applicable Law shall not be reimbursed by the other Party but, as between the Parties, shall be the sole responsibility of such non-complying Party; provided, however, that this Article XIII shall not apply, and Article XII or Section 9.4 shall apply, to the extent of any non-compliance arising out of, in connection with, or resulting from the matters described in clauses (a), (b) and (d) of Section 12.1 (to the extent of the other Party’s indemnification obligations under Article XII or Section 9.4, as applicable). (b) If such fines, penalties or other costs are assessed against an Indemnitee by any Governmental Authority or court of competent jurisdiction due to the non-compliance by the Indemnifying Party or its employees, agents or representatives (including their employees, agents or representatives) with any applicable Law, the Indemnifying Party shall indemnify and hold harmless the Indemnitee from and against any and all Claims made, instituted or threatened against, and any and all Indemnified Losses suffered or incurred by, the Indemnitee, to the extent arising out of, in connection with, or resulting from, such non-compliance.
Appears in 3 contracts
Samples: Capacity Purchase Agreement, Capacity Purchase Agreement, Capacity Purchase Agreement
Government Fines. (a) Any fine, penalty or other cost incurred by either Party or such Party’s employees, agents or representatives (including their employees, agents or representatives) for non-compliance by such Party, its agents, or employees with the requirements of any applicable Law shall not be reimbursed by the other Party but, as between the Parties, shall be the sole responsibility of such non-complying Party; provided, however, that this Article XIII shall not apply, and Article XII or Section 9.4 shall apply, to the extent of any non-compliance arising out of, in connection with, or resulting from the matters described in clauses (a), (b) and (d) of Section 12.1 (to the extent of the other Party’s indemnification obligations under Article XII or Section 9.4, as applicable).
(b) If such fines, penalties or other costs are assessed against an Indemnitee by any Governmental Authority or court of competent jurisdiction due to the non-compliance by the Indemnifying Party or its employees, agents or representatives (including their employees, agents or representatives) with any applicable Law, the Indemnifying Party shall indemnify and hold harmless the Indemnitee from and fromand against any and all Claims made, instituted or threatened against, and any and all Indemnified Losses suffered or incurred by, the Indemnitee, to the extent arising out of, in connection with, or resulting from, such non-compliance.
Appears in 1 contract
Samples: Capacity Purchase Agreement
