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 (“Indemnified Party”) and the Indemnified Party’s 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 a third-party claim arising out of (i) any material breach by Competitive Supplier of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions of the Local Distributor, the Town or its employees or agents, or (ii) Competitive Supplier’s actions or omissions taken or made in connection with Competitive Supplier’s performance of this ESA that were not Commercially Reasonable and not resulting from the actions of the Local Distributor, the Town or its employees or agents. 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.