Common use of Indemnification by Lessee Clause in Contracts

Indemnification by Lessee. Lessee agrees to indemnify, defend with counsel reasonably acceptable to Lessor, and hold Lessor and Lessor’s members, managers, employees and affiliates (collectively, the “Lessor Indemnified Parties”) harmless from and against any and all claims of liability for any injury or damage to any person or property arising from the use by Lessee, its agents, employees, contractors or invitees of the Demised Premises or from any activity, work, or thing done, or permitted by Lessee in or about the Demised Premises, except claims and liabilities to the extent occasioned by the negligence or willful misconduct of Lessor, its agents, employees, contractors or invitees. Further, Lessee agrees to indemnify, defend with counsel reasonably acceptable to Lessor, and hold the Lessor Indemnified Parties harmless from and against any and all claims, demands, losses, suits, actions, causes of action, liabilities and expenses, including any liability to third parties and losses and damage to property suffered by any Lessor Indemnified Party, directly or indirectly arising out of the presence or release of any Hazardous Materials, as defined below, in violation of applicable law in, on or under the Real Property, including, without limitation, the cost of any required or necessary repair, clean-up or detoxification and the preparation of any closure or other required plans to the extent that such action is attributable directly or indirectly to the presence (in violation of applicable law), release, threatened release or disposal of Hazardous Materials by Lessee or any individual or entity operating for or on behalf of Lessee. “Hazardous Materials” shall include all substances defined as “hazardous substances,” “hazardous materials” or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., and in any future amendments or additions to such laws, and in the regulations now or hereafter adopted and publications now or hereafter promulgated pursuant to said federal and state laws (collectively, the “Environmental Laws”). The obligations of Lessee under this Section 9 shall survive the expiration or termination of this Lease.

Indemnification by Lessee. Lessor shall not be liable to Lessee agrees or Lessee's employees, agents, patrons or visitors, or to indemnifyany other person whomsoever, defend with counsel reasonably acceptable to Lessor, and hold Lessor and Lessor’s members, managers, employees and affiliates (collectively, the “Lessor Indemnified Parties”) harmless from and against any and all claims of liability for any injury to persons or damage to any person or property arising from the use by Lessee, its agents, employees, contractors or invitees of the Demised Premises or from any activity, work, or thing done, or permitted by Lessee in on or about the Demised Premises, except claims and liabilities to the extent occasioned resulting from and/or caused by the negligence or willful misconduct of LessorLessee, its agents, servants or employees, contractors or invitees. Furtherany other persons entering upon the Demised Premises, Lessee agrees or caused by the buildings or improvements located on the real estate on which the Demised Premises are located becoming out of repair, or caused by any prior or future leakage of gas, oil, hazardous substances, water or steam, or by electricity emanating from the real estate or due to indemnify, defend with counsel reasonably acceptable to Lessorany cause whatsoever, and Lessee hereby covenants and agrees that it will at all times indemnify and hold safe and harmless the Lessor Indemnified Parties harmless and Lessor's agents and employees from any loss, liability, claims, suits, costs, expenses, including, without limitation attorneys' fees and damages, both real and alleged, arising out of any such damage or injury; except injury to persons or damage to property, the sole cause of which is the negligence of the Lessor or the failure of the Lessor to repair any part of the Demised Premises which Lessor is obligated to repair and maintain hereunder within a reasonable time after the receipt of written notice from Lessee of needed repairs. Lessee shall procure and maintain through the term of this sublease a policy or policies of insurance, at its sole cost and expense, insuring against any and all claims, demands, losses, suits, actions, causes of action, liabilities and expenses, including any liability to third parties and losses and damage to property suffered by any Lessor Indemnified Party, directly or indirectly actions arising out of or in connection with: (i) Demised Premises; (ii) the presence condition of the Demised Premises; (iii) Lessee's operations in and maintenance and use of the Demised Premises; and (iv) Lessee's ability or release of any Hazardous Materials, as defined below, in violation of applicable law in, on or under the Real Property, including, without limitation, the cost of any required or necessary repair, clean-up or detoxification and the preparation of any closure or other required plans policies to the extent that such action is attributable directly or indirectly to the presence (in violation of applicable law), release, threatened release or disposal of Hazardous Materials by Lessee or any individual or entity operating for or on behalf of Lessee. “Hazardous Materials” shall include all substances defined as “hazardous substances,” “hazardous materials” or “toxic substances” be in the Comprehensive Environmental Response, Compensation and Liability Act amount of 1980, as amended, 42 U.S.C. Section 9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., and not less than $3,000,000 per occurrence in any future amendments or additions respect to such laws, injury to persons (including death) and in the regulations now amount of not less than $1,000,000 per occurrence in respect of property damage or hereafter adopted and publications now or hereafter promulgated pursuant destruction, including loss of use thereof All such policies shall be procured by Lessee from responsible insurance companies. Certificate of Insurance evidencing such coverage shall be delivered to said federal and state laws (collectively, Lessor prior to the “Environmental Laws”). The obligations of Lessee under this Section 9 shall survive the expiration or termination commencement date of this Lease. Not less than fifteen days prior to the expiration date of any such policy, Certificates of Insurance evidencing renewal of insurance policies for such coverage shall be delivered to Lessor. Such Certificates of Insurance shall further provide that not less than thirty days' written notice shall be given to Lessor before such policy may be canceled or changed to reduce insurance provided thereby.

Indemnification by Lessee. Without limitation of any other provision of this Fuel Lease, Lessee agrees to indemnifyshall pay, defend with counsel reasonably acceptable to and shall protect, indemnify and save harmless Lessor, the Owner Trustee, each Assignee and hold Lessor each Credit Party and Lessor’s memberstheir respective officers, managersdirectors, employees incorporators, shareholders, direct or indirect controlling Persons or parents, partners, employees, agents and affiliates servants (collectively, the “Lessor Indemnified PartiesIndemnitees”) harmless from and against any and all claims of liability for any injury or damage liabilities (other, as to any person or property an Indemnitee, than liabilities arising from the use by Lessee, its agents, employees, contractors or invitees out of the Demised Premises or from any activity, work, or thing done, or permitted by Lessee in or about the Demised Premises, except claims and liabilities to the extent occasioned by the gross negligence or willful misconduct of Lessorthat Indemnitee), its agentstaxes (excluding, employeeshowever, contractors taxes measured solely by the net income of any Person indemnified or invitees. Furtherintended to be indemnified pursuant to this Section 20, Lessee agrees to indemnify, defend with counsel reasonably acceptable to Lessor, and hold the Lessor Indemnified Parties harmless from and against any and all claims, demandsexcept as otherwise provided in subsection 3(d) hereof), losses, suitsobligations, actionsclaims, damages, penalties, causes of action, liabilities suits, costs and expenses, including any liability to third parties and losses and damage to property suffered by any Lessor Indemnified Party, directly or indirectly arising out of the presence or release of any Hazardous Materials, as defined below, in violation of applicable law in, on or under the Real Property, expenses (including, without limitation, the cost reasonable attorneys’ fees and expenses) and judgments of any required nature relating to or necessary repairarising out of: (i) this Fuel Lease (including schedules hereto), clean-up any Assignment Agreement, Assigned Agreement, Nuclear Fuel Contract or detoxification and Partially Assigned Agreement, (ii) Lessor’s ownership of Nuclear Fuel, (iii) Fuel Management, (iv) the preparation creation with Lessee’s written consent of a security interest in Nuclear Fuel in favor of any closure Assignee, (v) the assignment with Lessee’s written consent of Lessor’s rights hereunder in favor of any Assignee, (vi) any transfer of Nuclear Fuel or other required plans rights therein, or (vii) any action or inaction of any Indemnitee in connection with the Basic Documents. If any action, suit or proceeding arising from any of the foregoing is brought against any Indemnitee, Lessee will, at Lessee’s expense, resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by Lessee and acceptable to such Indemnitee, with full power to litigate, compromise or settle the same with the prior consent of such Indemnitee. The foregoing indemnity shall not limit any indemnification to which any Indemnitee may otherwise be entitled. Any payment to any Indemnitee pursuant to this Fuel Lease shall be increased to such amount as will, after taking into account (i) all taxes imposed with respect to the extent that accrual or receipt of such action is payment by such Indemnitee (as the same may be increased pursuant to this sentence) and (ii) any deductions or credits under any applicable tax law attributable directly or indirectly to the presence (in violation accrual or receipt of applicable law)such payment or taxes for which payment has been made, release, threatened release or disposal equal the amount of Hazardous Materials by Lessee or any individual or entity operating for or on behalf of Lessee. “Hazardous Materials” shall include all substances defined as “hazardous substances,” “hazardous materials” or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., and in any future amendments or additions to such laws, and in the regulations now or hereafter adopted and publications now or hereafter promulgated pursuant to said federal and state laws (collectively, the “Environmental Laws”)payment. The obligations of Lessee under this Section 9 20 shall survive the expiration or any termination of this Fuel Lease, in whole or in part.