Common use of Indemnification; Bankruptcy Clause in Contracts

Indemnification; Bankruptcy. The Company hereby agrees to --------------------------- indemnify the Collateral Agent and each of its officers, directors, shareholders, controlling persons, employees, agents and servants (each an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, obligations penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys' and consultants' fees and expenses) (collectively "Damages") of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of any Collateral or any other documents or transactions in connection with or relating thereto, unless due to the gross negligence or willful misconduct of such Indemnified Party. The Company further shall, upon demand by any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under Company Documents, including reasonable fees and expenses of counsel. The agreements in this Section 5.4 shall survive the payment or satisfaction in full of the Secured Obligations and the resignation or removal of the Collateral Agent or the termination of this Agreement and shall be without duplication of any amounts due to an Indemnified Party under any other Company Document, Lender Document or Operation Agreement.

Indemnification; Bankruptcy. (a) The Company hereby agrees Issuer and the Guarantors jointly and severally agree to --------------------------- indemnify each of the Collateral Agent, the Trustee, the Working Capital Agent, each Senior Secured Debt Agent and each of its other Secured Party and, in their capacity as such, their officers, directors, shareholders, controlling persons, employees, agents and servants (each an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, obligations obligations, penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys' and consultants' fees and expenses) (collectively "Damages") of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of any Transaction Document, any Collateral Document or any other Security Document, Financing Document, any Intercreditor Collateral, or any other documents or transactions in connection with or relating theretothereto (including, without limitation, Damages in connection with environmental compliance) unless due to the gross negligence or willful misconduct of such Indemnified Party. The Company Issuer and the Guarantors further shall, upon demand by any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under Company the Transaction Documents, Financing Documents, Collateral Documents or any other Security Documents, including reasonable fees and expenses of counsel. The agreements in For purposes of this Section 5.4 11(a), the term "Secured Party" shall survive include, but shall not be limited to, each Person for whom the payment Trustee, the Working Capital Agent and each Senior Secured Debt Agent acts as trustee or satisfaction agent subject to limitations on individual rights of action and other similar limitations set forth in full of the Secured Obligations and the resignation or removal of the Collateral Agent or the termination of this Agreement and shall be without duplication of any amounts due to an Indemnified Party under any other Company Document, Lender Document or Operation Agreementrelevant Financing Documents.

Indemnification; Bankruptcy. (a) The Company Company, by its consent hereto, hereby agrees to --------------------------- indemnify the Collateral Agent and each of its Holder and, in their capacity as such, their officers, directors, shareholders, controlling persons, employees, agents and servants (each an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, obligations obligations, penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys' and consultants' fees and expenses) (collectively "Damages") of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of of, any Transaction Document, any Collateral or any other documents or transactions in connection with or relating thereto, unless due to the gross negligence or willful misconduct of such Indemnified Party. The Company further shall, upon demand by any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under Company the Transaction Documents, including reasonable fees and expenses of counsel. If the Company fails to indemnify the Collateral Agent for any Damages for which the Company is obligated to indemnify the Collateral Agent under this Section 9(a), promptly after demand therefor, each Holder, severally ------------ and not jointly, agrees to pay to the Collateral Agent its pro rata share, in accordance with the respective outstanding amounts of the Obligations owed to it, of the amount of such Damages that have not been paid by the Company. The agreements in this Section 5.4 9(a) shall survive the payment or satisfaction in ------------ full of the Secured Obligations and the resignation or removal of the Collateral Agent or the termination of this Agreement and shall be without duplication of any amounts due to an Indemnified Party under any other Company Document, Lender Document or Operation Agreement.

Indemnification; Bankruptcy. (a) The Company hereby agrees Secured Parties other than the Bond Trustee and the Depositary Bank jointly and severally agree to --------------------------- indemnify the Collateral Agent and each of its officers, directors, shareholders, controlling persons, employees, agents and servants attorneys-in-fact, including, but not limited to, the Depositary Bank, each in its capacity as such (to the extent not reimbursed by Funding Company or any Project Obligor and without limiting the obligation of Funding Company and each an "Indemnified Party") Project Obligor to do so), ratably according to the aggregate amounts of their respective Finance Liabilities on the date the activities giving rise to the Collateral Agent's demand for indemnification occurred, from and against any and all claimsliabilities, obligations, losses, damages, losses, liabilities, obligations penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys' and consultants' fees and expenses) (collectively "Damages") of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, the Collateral Agent in connection with or its capacity as such in any way relating to or arising out of any this Agreement or the other Finance Documents to which the Collateral Agent is a party, or the performance of its duties as Collateral Agent hereunder or thereunder or any other documents action taken or transactions omitted by the Collateral Agent in its capacity as such under or in connection with any of the foregoing (including, but not limited to, any claim that the Collateral Agent is the owner or relating theretooperator of any of the Projects and liable as such pursuant to any Environmental Laws); PROVIDED that the Secured Parties shall not be liable for the payment of any portion of such liabilities, unless due obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that any of the foregoing result from the Collateral Agent's gross negligence or willful misconduct of such Indemnified Party. The Company further shall, upon demand by any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under Company Documents, including reasonable fees and expenses of counselmisconduct. The agreements in this Section 5.4 SECTION 2.4(a) shall survive the payment or satisfaction in full of the Secured Obligations Finance Liabilities and the resignation or removal of the Collateral Agent or the termination of this Agreement and shall be without duplication of any amounts due to an Indemnified Party under any other Company Document, Lender Document or Operation AgreementAgree ment.

Indemnification; Bankruptcy. The (a) Each of the Company hereby and the Guarantors, by each such party’s consent hereto, hereby, jointly and severally, agrees to --------------------------- indemnify the Collateral Agent and each of its Secured Party and, in their capacity as such, their officers, directors, shareholders, controlling persons, employees, agents and servants (each an "“Indemnified Party"”) from and against any and all claims, damages, losses, liabilities, obligations obligations, penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys' ’ and consultants' ’ fees and expenses) (collectively "“Damages"”) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of, (a) any Transaction Document, (b) any action taken or omitted by the Collateral Agent in compliance with the provisions of this Agreement, (c) any Collateral claim for brokerage fees or any other documents or transactions commissions in connection with any transaction contemplated by the Transaction Documents, (d) any claim based on any misstatement or relating theretoinaccuracy in or omission from any disclosure provided by any of Atlantic Power Corporation, unless due the Company, any Guarantor or any of their respective representatives in connection with the Subordinated Notes, the Convertible Debentures or the Loans, (e) any costs, losses, expenses or damages in connection with the presence, release or threatened release or disposal of hazardous material provided that the Company and the Guarantors will not be liable to the any Indemnified Party for any portion of such claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements resulting from such Indemnified Party’s gross negligence or willful misconduct as finally determined by a court of such Indemnified Partycompetent jurisdiction. The Company and the Guarantors further shall, upon demand by any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under Company the Transaction Documents, including reasonable fees and expenses of counsel. The agreements in this Section 5.4 11(a) shall survive the payment or satisfaction in full of the Revolving Secured Obligations, the Term Loan Secured Obligations, the Subordinated Secured Obligations, the Convertible Secured Obligations and the Other Secured Obligations and the resignation or removal of the Collateral Agent or the termination of this Agreement and shall be without duplication of any amounts due to an Indemnified Party under any other Company Document, Lender Document or Operation Agreement.

Indemnification; Bankruptcy. The Company hereby agrees to --------------------------- indemnify the Collateral Agent and each of its officers, directors, shareholders, controlling persons, employees, agents and servants (each an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, obligations penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys' and consultants' fees and expenses) (collectively collectively, "Damages") of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be [Intercreditor Agreement] claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of any Collateral or any other documents or transactions in connection with or relating thereto, including this Agreement, unless due to the gross negligence or willful misconduct of such Indemnified Party. The Company further shall, upon demand by any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under this Agreement or the Company Documents, including reasonable fees and expenses of counsel. The agreements in this Section 5.4 shall survive the payment or satisfaction in full of the Secured Obligations and the resignation or removal of the Collateral Agent or the termination of this Agreement and shall be without duplication of any amounts due to an Indemnified Party under any other Company Document, Lender Document or Operation Agreement.