Common use of Indemnification by the Operator Clause in Contracts

Indemnification by the Operator. (i) Subject to the limitations on liability provided in Article 7, Section 10.13, and this Section 10.2, the Operator agrees that to the fullest extent permitted by law, it will defend, indemnify and hold harmless the District, and its Representatives (the “District Indemnified Parties”), from and against (and pay the full amount of) any Loss- and-Expense and will defend the District Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property and for any Loss-and-Expense to the extent arising out of (A) any breach by the Operator of any representation, warranty or covenant of the Operator in this Agreement, (B) any Third Party Claims for which the Operator has assumed responsibility under this Agreement, (C) the gross negligence or willful misconduct of any Operator Indemnified Party, or (D) any Loss-and-Expense to the extent attributable to actions or omissions with respect to the ownership, operation, maintenance, or any environmental condition of the AWT Assets occurring or existing prior to the Transfer Date; further provided that such indemnity shall exclude: Loss-and-Expense to the extent arising out of: (1) any matter for which the District is responsible under this Agreement, (2) the negligence or willful misconduct of any District Indemnified Party, (3) any Force Majeure event or District Fault, (4) any act or omission of any District Indemnified Party determined to be responsible for or contributing to the Loss-and-Expense, (5) any act or omission with respect to the ownership, operation, maintenance, or any environmental condition, of the East Bank Parish System (including any assets associated therewith) occurring or existing prior to the Transfer Date, or (6) any claim brought by a retail or wholesale utility customer of the District. (ii) A District Indemnified Party shall promptly notify the Operator of the assertion of any Third-Party Claim against it for which it is entitled to be indemnified hereunder, shall give the Operator the opportunity to defend such claim, and shall not settle the claim without the approval of the Operator. The Operator shall be entitled to control the handling of any such Third-Party Claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing; provided, however, that, in the case of any such settlement, the Operator shall also obtain written release of all liability of the District Indemnified Parties. Notwithstanding the foregoing, each District Indemnified Party shall have the right to employ its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the defense of, such claim, but the fees and expenses of such counsel incurred after notice to the Operator of its assumption of the defense thereof shall be at the expense of such District Indemnified Party.

Indemnification by the Operator. (i) Subject to the limitations on liability provided in Article 7, Section 10.13, and this Section 10.2, the Operator agrees that to the fullest extent permitted by law, it will defend, indemnify and hold harmless the District, and its Representatives (the “District Indemnified Parties”), from and against (and pay the full amount of) any Loss- Loss-and-Expense and will defend the District Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property and for any Loss-and-and- Expense to the extent arising out of (A) any breach by the Operator of any representation, warranty or covenant of the Operator in this Agreement, (B) any Third Party Claims for which the Operator has assumed responsibility under this Agreement, (C) the gross negligence or willful misconduct of any Operator Indemnified Party, or (D) any Loss-and-and- Expense to the extent attributable to actions or omissions with respect to the ownership, operation, maintenance, or any environmental condition of the Former AWT Assets occurring or existing prior to the Transfer Date; further provided that such indemnity shall exclude: Loss-and-Expense to the extent arising out of: (1) any matter for which the District is responsible under this Agreement, (2) the negligence or willful misconduct of any District Indemnified Party, (3) any Force Majeure event or District Fault, (4) any act or omission of any District Indemnified Party determined to be responsible for or contributing to the Loss-and-Expense, (5) any act or omission with respect to the ownership, operation, maintenance, or any environmental condition, of the East Bank Parish System (including any assets associated therewith) occurring or existing prior to the Transfer Date, or (6) any claim brought by a retail or wholesale utility customer of the District. (ii) A District Indemnified Party shall promptly notify the Operator of the assertion of any Third-Party Claim against it for which it is entitled to be indemnified hereunder, shall give the Operator the opportunity to defend such claim, and shall not settle the claim without the approval of the Operator. The Operator shall be entitled to control the handling of any such Third-Party Claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing; provided, however, that, in the case of any such settlement, the Operator shall also obtain written release of all liability of the District Indemnified Parties. Notwithstanding the foregoing, each District Indemnified Party shall have the right to employ its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the defense of, such claim, but the fees and expenses of such counsel incurred after notice to the Operator of its assumption of the defense thereof shall be at the expense of such District Indemnified Party.

Indemnification by the Operator. (i) Subject to the limitations on liability provided in Article 7, Section 10.13, and this Section 10.2, the Operator agrees that to the fullest extent permitted by law, it will defend, indemnify and hold harmless the District, and its Representatives (the “District Indemnified Parties”), from and against (and pay the full amount of) any Loss- and-Expense and will defend the District Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property and for any Loss-and-Expense to the extent arising out of (A) any breach by the Operator of any representation, warranty or covenant of the Operator in this Agreement, (B) any Third Party Claims for which the Operator has assumed responsibility under this Agreement, (C) the gross negligence or willful misconduct of any Operator Indemnified Party, or (D) any Loss-and-Expense to the extent attributable to actions or omissions with respect to the ownership, operation, maintenance, or any environmental condition of the AWT Assets occurring or existing prior to the Transfer Commencement Date; further provided that such indemnity shall exclude: Loss-and-Expense to the extent arising out of: (1) any matter for which the District is responsible under this Agreement, (2) the negligence or willful misconduct of any District Indemnified Party, (3) any Force Majeure event or District Fault, (4) any act or omission of any District Indemnified Party determined to be responsible for or contributing to the Loss-and-Expense, (5) any act or omission with respect to the ownership, operation, maintenance, or any environmental condition, of the East Bank Parish System (including any assets associated therewith) occurring or existing prior to the Transfer Commencement Date, or (6) any claim brought by a retail or wholesale utility customer of the District. (ii) A District Indemnified Party shall promptly notify the Operator of the assertion of any Third-Party Claim against it for which it is entitled to be indemnified hereunder, shall give the Operator the opportunity to defend such claim, and shall not settle the claim without the approval of the Operator. The Operator shall be entitled to control the handling of any such Third-Party Claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing; provided, however, that, in the case of any such settlement, the Operator shall also obtain written release of all liability of the District Indemnified Parties. Notwithstanding the foregoing, each District Indemnified Party shall have the right to employ its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the defense of, such claim, but the fees and expenses of such counsel incurred after notice to the Operator of its assumption of the defense thereof shall be at the expense of such District Indemnified Party.