Common use of Indemnification by the Authority Clause in Contracts

Indemnification by the Authority. The Authority, to the fullest extent permitted by law, shall indemnify the Lender, each Participant and each Noteholder, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Miscellaneous Taxes (including Indemnified Taxes or Miscellaneous Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Lender, such Participant or such Noteholder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability delivered to the Authority by the Lender shall be conclusive absent manifest error. In addition, the Authority shall indemnify the Lender, any Participant and the other Noteholder, within ten (10) days after demand therefor, for any additional amounts that the Lender, any Participant or any Noteholder is required to pay as a result of any failure of the Authority to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Lender, any Participant and the other holders of a Note, as applicable, pursuant to clause (d), documentation evidencing the payment of Taxes. Prior to claiming compensation pursuant to this subsection (c), the Lender, the Participant or the Noteholder, as applicable, will use reasonable efforts to investigate the alternatives (if any) for avoiding the need for, or the reduction of the amount of, such compensation, and the Lender, the Participant or the Noteholder, as applicable, shall take all reasonable steps to so avoid the need for, or reduce the amount of such compensation, provided that, none of the Lender, the Participant or the Noteholder shall be obligated to take any steps that are adverse to its business or operations or inconsistent with its policies. The Lender, the Participant and the Noteholder, as applicable, agrees to repay the Authority any refund (including that portion of any interest that was included as part of such refund) with respect to Taxes paid by the Authority pursuant to this subsection (c) received by the Lender, the Participant or the Noteholder, as applicable, for Taxes that were paid by the Authority pursuant to this subsection (c) and to contest, with the cooperation and at the expense of the Authority any such Taxes which the Lender or the Authority reasonably believes not to have been properly assessed.

Indemnification by the Authority. The Authority, Authority agrees that to the fullest extent permitted by law, shall it will protect, indemnify and hold harmless the LenderManager and its Affiliates and their respective officers, each Participant directors, Subcontractors (as applicable in the circumstances) and each Noteholder, within thirty employees (30the "Manager Indemnified Parties") days after demand therefor, for from and against (and pay the full amount of) any Loss-and-Expense, and will defend the Manager Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property arising out of any matter for which the Authority is responsible under Section 6.10 hereof. The Authority shall not, however, be required to reimburse or indemnify any Manager Indemnified Taxes Party for any Loss-and-Expense to the extent any such Loss-and-Expense is due to (a) any matter for which the Manager is responsible under Section 6.10 hereof, (b) the negligence or Miscellaneous Taxes other wrongful conduct of any Manager Indemnified Party, (including c) any Uncontrollable Circumstance, (d) any act or omission of any Manager Indemnified Taxes Party judicially determined to be responsible for or Miscellaneous Taxes imposed or asserted on or attributable contributing to amounts payable under this Sectionthe Loss-and-Expense, (e) paid by any matter for which the Lenderrisk has been specifically allocated to the Manager hereunder. A Manager Indemnified Party shall promptly notify the Authority of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give the Authority the opportunity to defend such Participant or such Noteholder claim, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or shall not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by settle the relevant Governmental claim without the approval of the Authority. A certificate stating The Authority shall be entitled to control the amount handling of any such payment claim and to defend or liability delivered settle any such claim, in its sole discretion, with counsel of its own choosing that is reasonably acceptable to the Authority by Manager Indemnified Party; provided, however, that, in the Lender shall be conclusive absent manifest error. In additioncase of any such settlement, the Authority shall indemnify the Lender, any Participant and the other Noteholder, within ten (10) days after demand therefor, for any additional amounts that the Lender, any Participant or any Noteholder is required to pay as a result obtain written release of any failure all liability of the Authority to pay any Taxes when due Manager Indemnified Party, in form and substance reasonably acceptable to the appropriate Governmental Authority or Manager Indemnified Party. Notwithstanding the foregoing, each Manager Indemnified Party shall have the right to deliver employ its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the Lender, any Participant and the other holders of a Note, as applicable, pursuant to clause (d), documentation evidencing the payment of Taxes. Prior to claiming compensation pursuant to this subsection (c), the Lender, the Participant or the Noteholder, as applicable, will use reasonable efforts to investigate the alternatives (if any) for avoiding the need for, or the reduction of the amount defense of, such compensationclaim, but the fees and the Lender, the Participant or the Noteholder, as applicable, shall take all reasonable steps to so avoid the need for, or reduce the amount expenses of such compensation, provided that, none counsel incurred after notice to the Authority of its assumption of the Lender, the Participant or the Noteholder defense thereof shall be obligated at the expense of such Manager Indemnified Party unless: (i) the employment of counsel by such Manager Indemnified Party has been authorized by the Authority; (ii) counsel to take such Manager Indemnified Party shall have reasonably concluded that there may be a conflict on any steps that are adverse to its business or operations or inconsistent with its policies. The Lender, the Participant and the Noteholder, as applicable, agrees to repay significant issue between the Authority any refund (including that portion and such Manager Indemnified Party in the conduct of any interest that was included as part the defense of such refundclaim; or (iii) with respect the Authority shall not in fact have employed counsel reasonably acceptable to Taxes paid the Authority Indemnified Party to assume the defense of such claim within twenty (20) days following the receipt by the Authority pursuant to this subsection (c) received by of the Lendernotice from the Manager Indemnified Party regarding the assertion of the applicable claim, in each of which cases the Participant or the Noteholder, as applicable, fees and expenses of counsel for Taxes that were paid by the Authority pursuant to this subsection (c) and to contest, with the cooperation and such Manager Indemnified Party shall be at the expense of the Authority; provided, however, that, with respect to clauses (ii) and (iii) of this sentence, the Authority shall not be obligated to pay the fees and expenses of more than one law firm, plus local counsel if necessary in each relevant jurisdiction, for all such Manager Indemnified Parties with respect to any such Taxes which claims arising out of the Lender same events or facts or the same series of events or facts. The Authority shall not be entitled, without the consent of such Manager Indemnified Party, to assume or control the defense of any claim as to which counsel to such Manager Indemnified Party shall have reasonably believes made the conclusion that there may be a conflict on any significant issue between the Authority and such Manager Indemnified Party in the conduct of the defense of such claim as set forth in clause (ii) above, provided that the foregoing limitation shall apply only with respect to those issues for which there may be such a conflict. These indemnification provisions are for the protection of the Manager Indemnified Parties only and shall not establish, of themselves, any liability to have been properly assessedthird parties. The provisions of this Section 9.3(B) shall survive termination of this Agreement.

Indemnification by the Authority. The Authority, to (a) To the fullest extent permitted by State law, shall indemnify the Lender, each Participant City and each Noteholder, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Miscellaneous Taxes (including Indemnified Taxes or Miscellaneous Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Lender, such Participant or such Noteholder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability delivered to the Authority by the Lender shall be conclusive absent manifest error. In addition, the Authority shall indemnify the LenderPurchaser and each Related Party thereof (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any Participant and all losses, claims, damages, liabilities and related expenses (including the other Noteholderreasonable fees, within ten (10) days after demand therefor, charges and disbursements of any counsel for any additional amounts that Indemnitee, including attorneys who may be employees of an Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the LenderCity or the Authority, any Participant but excluding such Indemnitee and its Related Parties) arising out of, in connection with, or any Noteholder is required to pay as a result of: (i) the execution or delivery of any failure of the Authority to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Lenderthis Agreement, any Participant and the other holders of a Note, as applicable, pursuant to clause (d), documentation evidencing the payment of Taxes. Prior to claiming compensation pursuant to this subsection (c), the Lender, the Participant or the Noteholder, as applicable, will use reasonable efforts to investigate the alternatives (if any) for avoiding the need forRelated Document, or the reduction performance by the parties hereto of their respective obligations hereunder or thereunder; (ii) the original purchase of the amount ofBonds from the Authority by the Purchaser on [Closing Date]; or (iii) any actual or prospective claim, such compensationlitigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the City or the Authority, and regardless of whether any Indemnitee is a party thereto (but solely in connection with such Indemnitee being a Bondholder and not in any other capacity). Notwithstanding the Lenderforegoing, any such indemnity and the City’s and the Authority’s obligation to hold harmless shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the City, the Participant Authority or the Noteholder, as applicable, shall take all reasonable steps to so avoid the need for, or reduce the amount any other Person against an Indemnitee for breach of such compensationIndemnitee’s obligations hereunder or under any other Related Document, provided that, none of if the LenderCity, the Participant Authority or other party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the Noteholder provisions of Section 3.01, this Section 8.04(a) shall be obligated to take any steps that are adverse to its business or operations or inconsistent with its policies. The Lender, the Participant and the Noteholder, as applicable, agrees to repay the Authority any refund (including that portion of any interest that was included as part of such refund) not apply with respect to Taxes paid by the Authority pursuant to this subsection (c) received by the Lender, the Participant or the Noteholder, as applicable, for other than any Taxes that were paid by the Authority pursuant to this subsection (c) and to contestrepresent losses, with the cooperation and at the expense of the Authority claims, damages, etc. arising from any such Taxes which the Lender or the Authority reasonably believes not to have been properly assessednon-Tax claim.

Indemnification by the Authority. The Authority, Authority agrees that to the fullest extent permitted by law, shall it will protect, indemnify and hold harmless the LenderEnergy Manager and its Affiliates and their respective officers, each Participant directors, Subcontractors (as applicable in the circumstances) and each Noteholder, within thirty employees (30the "Energy Manager Indemnified Parties") days after demand therefor, for from and against (and pay the full amount of) all Loss-and-Expense, and will defend the Energy Manager Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property arising out of any matter for which the Authority is responsible under Section 6.8 hereof. The Authority shall not, however, be required to reimburse or indemnify any Energy Manager Indemnified Taxes Party for any Loss-and-Expense to the extent any such Loss-and-Expense is due to (a) any matter for which the Energy Manager is responsible under Section 6.8 hereof, (b) the negligence or Miscellaneous Taxes other wrongful conduct of any Energy Manager Indemnified Party, (including c) any Uncontrollable Circumstance, (d) any act or omission of any Energy Manager Indemnified Taxes Party judicially determined to be responsible for or Miscellaneous Taxes imposed or asserted on or attributable contributing to amounts payable under this Sectionthe Loss-and-Expense, (e) paid by any matter for which the Lenderrisk has been specifically allocated to the Energy Manager hereunder. A Energy Manager Indemnified Party shall promptly notify the Authority of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give the Authority the opportunity to defend such Participant or such Noteholder claim, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or shall not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by settle the relevant Governmental claim without the approval of the Authority. A certificate stating The Authority shall be entitled to control the amount handling of any such payment claim and to defend or liability delivered settle any such claim, in its sole discretion, with counsel of its own choosing that is reasonably acceptable to the Authority by Energy Manager Indemnified Party; provided, however, that, in the Lender shall be conclusive absent manifest error. In additioncase of any such settlement, the Authority shall indemnify the Lender, any Participant and the other Noteholder, within ten (10) days after demand therefor, for any additional amounts that the Lender, any Participant or any Noteholder is required to pay as a result obtain written release of any failure all liability of the Authority to pay any Taxes when due Energy Manager Indemnified Party, in form and substance reasonably acceptable to the appropriate Governmental Authority or Energy Manager Indemnified Party. Notwithstanding the foregoing, each Manager Indemnified Party shall have the right to deliver employ its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the Lender, any Participant and the other holders of a Note, as applicable, pursuant to clause (d), documentation evidencing the payment of Taxes. Prior to claiming compensation pursuant to this subsection (c), the Lender, the Participant or the Noteholder, as applicable, will use reasonable efforts to investigate the alternatives (if any) for avoiding the need for, or the reduction of the amount defense of, such compensationclaim, but the fees and the Lender, the Participant or the Noteholder, as applicable, shall take all reasonable steps to so avoid the need for, or reduce the amount expenses of such compensation, provided that, none counsel incurred after notice to the Authority of its assumption of the Lender, the Participant or the Noteholder defense thereof shall be obligated to take any steps that are adverse to its business or operations or inconsistent with its policies. The Lender, the Participant and the Noteholder, as applicable, agrees to repay the Authority any refund (including that portion of any interest that was included as part of such refund) with respect to Taxes paid by the Authority pursuant to this subsection (c) received by the Lender, the Participant or the Noteholder, as applicable, for Taxes that were paid by the Authority pursuant to this subsection (c) and to contest, with the cooperation and at the expense of the Authority any such Taxes which the Lender or the Authority reasonably believes not to have been properly assessed.Energy Manager Indemnified Party unless:

Indemnification by the Authority. The Authority, to the fullest extent permitted by law, shall indemnify and reimburse the Lender, each Participant and each Noteholder, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Miscellaneous Taxes (including Indemnified Taxes or Miscellaneous Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Lender, such Participant or such Noteholder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability delivered to the Authority by the Lender shall be conclusive absent manifest error. In addition, the Authority shall indemnify and pay the Lender, any Participant and the other Noteholder, within ten (10) days after demand therefor, for any additional amounts that the Lender, any Participant or any Noteholder is required to pay as a result of any failure of the Authority to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Lender, any Participant and the other holders of a Note, as applicable, pursuant to clause (d), documentation evidencing the payment of Taxes. Prior to claiming compensation pursuant to this subsection (c), the Lender, the Participant or the Noteholderholder of the Note, as applicable, will use reasonable efforts to investigate the alternatives (if any) for avoiding the need for, or the reduction of the amount of, such compensation, and the Lender, the Participant or the Noteholderholder of the Note, as applicable, shall take all reasonable steps to so avoid the need for, or reduce the amount of such compensation, provided that, none of the Lender, the Participant or the Noteholder holder of the Note shall be obligated to take any steps that are adverse to its business or operations or inconsistent with its policies. The Lender, the Participant and the Noteholderholder of the Note, as applicable, agrees to repay the Authority any refund (including that portion of any interest that was included as part of such refund) with respect to Taxes or Other Taxes paid by the Authority pursuant to this subsection (c) received by the Lender, the Participant or the Noteholderholder of the Note, as applicable, for Taxes or Other Taxes that were paid by the Authority pursuant to this subsection (c) and to contest, with the cooperation and at the expense of the Authority any such Taxes which the Lender or the Authority reasonably believes not to have been properly assessed).

Indemnification by the Authority. The Authority, to the fullest extent permitted by law, shall indemnify the Administrative Agent, each Lender, each Participant and each Noteholder, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Miscellaneous ▇ ▇ ▇▇▇▇ I aneous Taxes (including Indemnified i ncl udi ng I ndemni fi ed Taxes or Miscellaneous ▇ ▇ ▇▇▇▇ I aneous Taxes imposed i mposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender, such Participant or such Noteholder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by the relevant Governmental Gcvernmental Authority. A certificate stating the amount of such payment or liability delivered to the Authority by the Lender Administrative Agent and such Lender, as applicable, shall be conclusive absent manifest error. In addition, the Authority theAuthority shall indemnify the Administrative Agent and such Lender, any Participant and the other Noteholder, within ten (10) days after demand therefor, for any additional amounts that the Administrative Agent and such Lender, any Participant Partici pant or any Noteholder is required Notehd der i s requi red to pay as a result of any failure fai I ure of the Authority to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Administrative Agent and such Lender, any Participant and the other holders of a Note, as applicableappl i cabl e, pursuant to clause ▇▇ ▇▇▇▇ (d), documentation evidencing documentati on evi denci ng the payment of Taxes. Taxes Prior to claiming compensation pursuant to this subsection (c), the Administrative Agent, such Lender, the Participant or the Noteholder, as applicable, will use reasonable efforts to investigate the alternatives (if any) for avoiding the need for, or the reduction of the amount of, -45- such compensation, and the Administrative Agent, such Lender, the Participant or the Noteholder, as applicable, shall take all reasonable steps to so avoid the need for, or reduce the amount of such compensation, provided prcvided that, none of the LenderAdministrative Agent, the Lenders, the Participant or the Noteholder shall be obligated to take any steps that are adverse to its business or operations or inconsistent with its policies. The LenderAdministrative Agent, the Lenders, the Participant and the Noteholder, as applicable, agrees to repay the Authority any refund (including that portion of any interest that was included as part of such refund) with respect to Taxes paid by the Authority pursuant to this subsection (c) received by the LenderAdministrative Agent, the Lenders, the Participant or the Noteholder, as applicable, for Taxes that were paid by the Authority pursuant to this subsection (c) and to contest, with the cooperation and at the expense of the Authority any such Taxes which the Lender Administrative Agent, the Lenders or the Authority reasonably believes bel ieves not to have been properly assessed.

Indemnification by the Authority. The Authority, Authority agrees that to the fullest extent permitted by law, shall it will protect, indemnify and hold harmless the LenderEnergy Manager and its Affiliates and their respective officers, each Participant directors, Subcontractors (as applicable in the circumstances) and each Noteholder, within thirty employees (30the "Energy Manager Indemnified Parties") days after demand therefor, for from and against (and pay the full amount of) all Loss-and-Expense, and will defend the Energy Manager Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property arising out of any matter for which the Authority is responsible under Section 6.8 hereof. The Authority shall not, however, be required to reimburse or indemnify any Energy Manager Indemnified Taxes Party for any Loss-and-Expense to the extent any such Loss-and-Expense is due to (a) any matter for which the Energy Manager is responsible under Section 6.8 hereof, (b) the negligence or Miscellaneous Taxes other wrongful conduct of any Energy Manager Indemnified Party, (including c) any Uncontrollable Circumstance, (d) any act or omission of any Energy Manager Indemnified Taxes Party judicially determined to be responsible for or Miscellaneous Taxes imposed or asserted on or attributable contributing to amounts payable under this Sectionthe Loss-and-Expense, (e) paid by any matter for which the Lenderrisk has been specifically allocated to the Energy Manager hereunder. A Energy Manager Indemnified Party shall promptly notify the Authority of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give the Authority the opportunity to defend such Participant or such Noteholder claim, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or shall not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by settle the relevant Governmental claim without the approval of the Authority. A certificate stating The Authority shall be entitled to control the amount handling of any such payment claim and to defend or liability delivered settle any such claim, in its sole discretion, with counsel of its own choosing that is reasonably acceptable to the Authority by Energy Manager Indemnified Parry; provided, however, that, in the Lender shall be conclusive absent manifest error. In additioncase of any such settlement, the Authority shall indemnify the Lender, any Participant and the other Noteholder, within ten (10) days after demand therefor, for any additional amounts that the Lender, any Participant or any Noteholder is required to pay as a result obtain written release of any failure all liability of the Authority to pay any Taxes when due Energy Manager Indemnified Party, in form and substance reasonably acceptable to the appropriate Governmental Authority or Energy Manager Indemnified Party. Notwithstanding the foregoing, each Manager Indemnified Party shall have the right to deliver employ its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the Lender, any Participant and the other holders of a Note, as applicable, pursuant to clause (d), documentation evidencing the payment of Taxes. Prior to claiming compensation pursuant to this subsection (c), the Lender, the Participant or the Noteholder, as applicable, will use reasonable efforts to investigate the alternatives (if any) for avoiding the need for, or the reduction of the amount defense of, such compensationclaim, but the fees and the Lender, the Participant or the Noteholder, as applicable, shall take all reasonable steps to so avoid the need for, or reduce the amount expenses of such compensation, provided that, none counsel incurred after notice to the Authority of its assumption of the Lender, the Participant or the Noteholder defense thereof shall be obligated at the expense of such Energy Manager Indemnified Party unless: (i) the employment of counsel by such Energy Manager Indemnified Party has been authorized by the Authority; (ii) counsel to take such Energy Manager Indemnified Party shall have reasonably concluded that there may be a conflict on any steps that are adverse to its business or operations or inconsistent with its policies. The Lender, the Participant and the Noteholder, as applicable, agrees to repay significant issue between the Authority any refund (including that portion and such Energy Manager Indemnified Party in the conduct of any interest that was included as part the defense of such refundclaim; or (iii) with respect the Authority shall not in fact have employed counsel reasonably acceptable to Taxes paid the Authority Indemnified Party to assume the defense of such claim within twenty (20) days following the receipt by the Authority pursuant to this subsection (c) received by of the Lendernotice from the Energy Manager Indemnified Party regarding the assertion of the applicable claim, in each of which cases the Participant or the Noteholder, as applicable, fees and expenses of counsel for Taxes that were paid by the Authority pursuant to this subsection (c) and to contest, with the cooperation and such Energy Manager Indemnified Party shall be at the expense of the Authority; provided, however, that, with respect to clauses (ii) and (iii) of this sentence, the Authority shall not be obligated to pay the fees and expenses of more than one law firm, plus local counsel if necessary in each relevant jurisdiction, for all such Energy Manager Indemnified Parties with respect to any such Taxes which claims arising out of the Lender same events or facts or the same series of events or facts. The Authority shall not be entitled, without the consent of such Energy Manager Indemnified Party, to assume or control the defense of any claim as to which counsel to such Energy Manager Indemnified Party shall have reasonably believes made the conclusion that there may be a conflict on any significant issue between the Authority and such Manager Indemnified Party in the conduct of the defense of such claim as set forth in clause (ii) above, provided that the foregoing limitation shall apply only with respect to those issues for which there may be such a conflict. These indemnification provisions are for the protection of the Energy Manager Indemnified Parties only and shall not establish, of themselves, any liability to have been properly assessedthird parties. The provisions of this Section 11.1$) shall survive termination of this Agreement.