Common use of INDEMNIFICATION BY THE COMPETITIVE SUPPLIER Clause in Contracts

INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Manager ("Indemnified Parties") and the Indemnified Parties’ elected officials, officers, employees, agents, representatives, and independent contractors from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions where there is a duty to act) of the NYISO, Distribution Utility, the Municipality, the Program Manager, any of their elected officials, officers, owners, directors, or its employees, representatives, independent contractors, or agents, or (ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA.

INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Manager Administrator ("Indemnified Parties") and the Indemnified Parties’ elected officials, officers, owners, directors, employees, agents, representatives, representatives and independent contractors contractors, from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions where there is a duty to act) of the NYISO, Distribution Utility, the Municipality, the Program Manager, Administrator or any of their elected officials, officers, owners, directors, or its r employees, representatives, independent contractors, contractors or agents, if any or (ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA.

INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Manager ("Indemnified Parties") and the Indemnified Parties’ elected officials, officers, employees, agents, representatives, representatives and independent contractors contractors, from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions where there is a duty to act) of the NYISO, Distribution Utility, the Municipality, the Program Manager, any of their elected officials, officers, owners, directors, Municipality or its employees, representatives, independent contractors, employees or agents, or (ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA.

INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. In addition to any other remedies available Up to the Municipality at law or equityPoint of Delivery, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Manager Town ("“Town Indemnified Parties"Party”) and the Town Indemnified Parties’ elected officials, Party’s officers, employees, agents, representatives, representatives and independent contractors contractors, from and against any and all costs, claims, liabilities, damages, losses, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions (where there is a duty to act) of the NYISO, Distribution UtilityLocal Distributor, the Municipality, the Program Manager, any of their elected officials, officers, owners, directors, Town or its employees, representatives, independent contractors, employees or agents, or (ii) any action Competitive Supplier’s actions or omission omissions (where there is a duty to act) taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's ’s performance of this ESAESA that were not Commercially Reasonable. Competitive Supplier further agrees, if requested by the Town, to investigate, handle, respond to, and defend any such claim, demand, or suit at its own expense arising under this Article 13.1.

INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Manager ("Indemnified Parties") and the Indemnified Parties’ elected officials, officers, employees, agents, representatives, and independent contractors from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions where there is a duty to act) of the NYISO, Distribution Utility, the Municipality, the Program Manager, any of their elected officials, officers, owners, directors, Municipality or its employees, representatives, independent contractors, or agents, or (ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA.

INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Manager ("Indemnified Parties") and the Indemnified Parties’ elected officials, officers, employees, agents, representatives, and independent contractors from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions where there is a duty to act) of the NYISO, Distribution Utility, the Municipality, the Program Manager, any of their elected officials, officers, owners, directors, Municipality or its employees, representatives, independent contractors, employees or agents, or (ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA.

INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Manager ("Indemnified PartiesParty") and the Indemnified Parties’ elected Party's officials, officers, employees, agents, representatives, representatives and independent contractors contractors, from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ attorney’s fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions where there is a duty to act) of the NYISOISO, Distribution UtilityLocal Distributor, the Municipality, the Program Manager, any of their elected officials, officers, owners, directors, Municipality or its employees, representatives, independent contractors, employees or agents, or (ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA. Notwithstanding the above, Competitive Supplier’s delivery obligations and liabilities with regards to the firm delivery of electricity end at the Point of Delivery, and further, Municipality acknowledges that Competitive Supplier shall not be liable for any action or inaction of the Local Distributer or any other third party at and after the Point of Delivery.