Common use of INDEMNIFICATION BY THE COMPETITIVE SUPPLIER Clause in Contracts

INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. Competitive Supplier shall indemnify, defend and hold harmless the Town (“Town Indemnified Party”) and the Town Indemnified Party’s officers, employees, agents, representatives and independent 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 from or in connection with (i) any material breach by Competitive Supplier 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 Local Distributor, the Town or its employees or agents, or (ii) Competitive Supplier’s actions or omissions (where there is a duty to act) taken or made in connection with Competitive Supplier’s performance of this ESA 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. Competitive Supplier shall indemnify, defend and hold harmless the Town City (“Town City Indemnified Party”) and the Town City Indemnified Party’s officers, employees, agents, representatives and independent 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 from or in connection with (i) any material breach by Competitive Supplier 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 Local Distributor, the Town City or its employees or agents, or (ii) Competitive Supplier’s actions or omissions (where there is a duty to act) taken or made in connection with Competitive Supplier’s performance of this ESA that were not Commercially Reasonable. Competitive Supplier further agrees, if requested by the TownCity, to investigate, handle, respond to, and defend any such claim, demand, or suit at its own expense arising under this Article 13.1.