Common use of INDEMNIFICATION BY THE OWNER Clause in Contracts

INDEMNIFICATION BY THE OWNER. The Owner shall indemnify, defend and hold harmless each O&M Contractor Indemnified Party from and against any and all Claims incurred by or asserted against such O&M Contractor Indemnified Party arising out of or relating to Claims (i) arising as a result of a violation of Applicable Law to be complied with by the Owner hereunder, (ii) in respect of any taxes imposed on or attributable to the income or property of the Owner, (iii) relating to injury to or death of any person, including employees of the Owner, (iv) resulting from loss of or damage to property or (v) relating to the failure of the Owner to comply with the terms of this Agreement; provided, however, in each of cases (iii) and (iv) only to the extent that the Claim results from the negligent actions or negligent failures to act of or breach of the terms of this Agreement by any Owner Indemnified Party; provided, further, however, that the Owner shall not be required to defend, indemnify or hold harmless any O&M Contractor Indemnified Party from and against, and no O&M Contractor Indemnified Party shall be exculpated from, any Claims to the extent caused by any O&M Contractor Indemnified Party or arising from the breach of this Agreement by the O&M Contractor or the negligence, bad faith, recklessness or willful misconduct of the O&M Contractor or any O&M Contractor Indemnified Party or otherwise not attributable to the Owner. For the avoidance of doubt, no claim or liability for indemnification for Environmental Liability of any nature shall be made or incurred under this Section 9.2, and shall only be made or incurred pursuant to Section 5.2.

INDEMNIFICATION BY THE OWNER. The Owner shall indemnify, defend agrees to indemnify and hold harmless each O&M Contractor Indemnified Party from and against any and all Claims incurred by or asserted against such O&M Contractor Indemnified Party arising out of or relating to Claims (i) arising the Contractor, (ii) the Guarantor, (iii) each of the directors, officers and employees of the Contractor or the Guarantor and (iv) each person, if any, who controls the Contractor or the Guarantor (each of the Contractor, the Guarantor and such directors, officers and employees and controlling persons, is referred to individually as a "Owner-Indemnified Party", and are collectively referred to as the "Owner-Indemnified Parties") against any loss, claim, damage, liability or expense as a result of a violation claim brought by a third party, as incurred, to which a Owner-Indemnified Party may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of Applicable Law or is based upon the untrue statement or alleged untrue statement of a material fact contained in the Registration Statements, Prospectuses, Other Disclosure Documents or Financing Materials, or arises out of or is based upon the omission or alleged omission therefrom of a material fact required to be complied with by stated therein or necessary to make the Owner hereunderstatements therein, (ii) in respect of any taxes imposed on or attributable to the income or property light of the Ownercircumstances under which they were made, (iii) relating to injury to or death of any person, including employees of the Owner, (iv) resulting from loss of or damage to property or (v) relating to the failure of the Owner to comply with the terms of this Agreementnot misleading; provided, however, in each that the foregoing indemnity shall not affect the Company's ability to seek recovery for any loss, claim, damage, liability or expense incurred by the Company for breaches of cases (iii) the representations and (iv) only warranties made by the Contractor Parties under Section 4.6.2.1 hereof. Notwithstanding anything to the extent that the Claim results from the negligent actions or negligent failures to act of or breach of the terms of contrary in this Agreement by any Owner Indemnified Party; providedSection 4.6.2, further, however, that the Owner shall not be required have any obligation to defend, indemnify or hold harmless any O&M Contractor Owner-Indemnified Party from and againstwith respect to any loss, and no O&M Contractor claim, damage, liability or expense as a result of a claim brought by any accountant of any Owner-Indemnified Party, to which a Owner-Indemnified Party shall be exculpated frommay become subject, any Claims to under the extent caused by any O&M Contractor Indemnified Party Securities Act, the Exchange Act or arising from the breach of this Agreement by the O&M Contractor other federal or the negligencestate statutory law or regulation, bad faith, recklessness or willful misconduct of the O&M Contractor at common law or any O&M Contractor Indemnified Party or otherwise not attributable to the Owner. For the avoidance of doubt, no claim or liability for indemnification for Environmental Liability of any nature shall be made or incurred under this Section 9.2, and shall only be made or incurred pursuant to Section 5.2otherwise.

INDEMNIFICATION BY THE OWNER. The Owner shall indemnifySubject to the other terms and conditions of this Article X, defend and hold harmless each O&M Contractor Indemnified Party from and against any and all Claims incurred by or asserted against such O&M Contractor Indemnified Party arising out of or relating to Claims (i) arising as a result of a violation of Applicable Law to be complied with by after the Owner hereunderInitial Closing, (ii) in respect of any taxes imposed on or attributable to the income or property of the Owner, (iii) relating to injury to or death of any person, including employees of the Owner, (iv) resulting from loss of or damage to property or (v) relating to the failure of the Owner to comply with the terms of this Agreement; provided, however, in each of cases (iii) and (iv) only to the extent that the Claim results from the negligent actions or negligent failures to act of or breach of the terms of this Agreement by any Owner Indemnified Party; provided, further, however, that the Owner shall not be required to defendindemnify and defend each of the Purchaser and its Affiliates (including the Company and its Subsidiaries) and their respective Representatives (collectively, indemnify or the “Purchaser Indemnitees”) against, and shall hold each of them harmless any O&M Contractor Indemnified Party from and against, and no O&M Contractor Indemnified Party shall be exculpated frompay and reimburse each of them for, any Claims and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any Owner Fundamental Representation or Company Fundamental Representation as of the date of this Agreement or as of the Initial Closing Date as though made on and as of the Initial Closing Date (except to the extent caused by they refer to another date, the inaccuracy in or breach of which will be determined with reference to such other date); (b) any O&M Contractor Indemnified Party inaccuracy in or arising from breach of any of the breach representations or warranties set forth in Article III (other than any Owner Fundamental Representation); or Article IV (other than any Company Fundamental Representation); as of the date of this Agreement or as of the Initial Closing Date as though made on and as of the Initial Closing Date (except to the extent they refer to another date, the inaccuracy in or breach of which will be determined with reference to such other date); (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the O&M Contractor Owner or the negligenceCompany, bad faithin each case, recklessness pursuant to this Agreement or willful misconduct any of the O&M Contractor or Ancillary Agreements; (d) any O&M Contractor Indemnified Party or otherwise Taxes; (e) the business and operation of the Company and its Subsidiaries prior to Initial Closing, other than the Purchaser Pre-Initial Closing Costs; (f) any Transaction Expenses other than Purchaser’s obligation to pay one-half of the Audit Expenses; (g) any Indebtedness other than the Assumed Intercompany Debt; (h) any portion of the Tax Obligation in excess of the Assumed Tax Obligation; (i) any Post-Closing Adjustment that is not attributable to the Owner. For the avoidance of doubt, no claim or liability for indemnification for Environmental Liability of timely resolved in accordance with Section 2.08(b); (j) any nature shall be made or incurred under this Section 9.2, and shall only be made or incurred pursuant to Section 5.2.Intercompany Accounts; (k) any Excluded Liabilities; or (l) any matters set forth on Schedule V.

INDEMNIFICATION BY THE OWNER. The Owner agrees to indemnify and hold ASII, its officers, agents and attorneys (“ASII Indemnitees”) harmless after the date of this Agreement in respect to any damages as defined in this Section 9.02. Damages, as used in this Section 9.02, shall include any claim, action, demand, loss, cost, expense, liability, penalty and other damage, including, but not limited to, reasonable attorney’s fees and other costs and expenses incurred attempting to avoid damages or in enforcing this indemnity, resulting to ASII from: (a) Any materially inaccurate representation made by the Owner in, or pursuant to, this Agreement; (b) Material breach of any of the warranties by the Owner in, or pursuant to, this Agreement; or (c) Material breach or default of any of the obligations to be performed by the Owner under this Agreement. The Owner shall indemnifybe required to reimburse ASII for any payment made or loss suffered by ASII, defend and hold harmless each O&M Contractor Indemnified Party from and against at any and all Claims incurred time after the Closing Date, based on the judgment of any arbitrator or any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions with respect to any damages described in this paragraph. Except in the case of fraud as determined by or asserted against such O&M Contractor Indemnified Party a court of competent jurisdiction, (i) Owner shall not be required to indemnify the ASII Indemnitees with respect to any claim for indemnification arising out of or relating to Claims matters described in Section 9.02, (iA) arising as a result unless and until the aggregate amount of a violation of Applicable Law to be complied with by the Owner hereunder, all such claims for such matters exceeds $30,000.00 and (ii) in respect of any taxes imposed on or attributable to the income or property of the Owner, (iii) relating to injury to or death of any person, including employees of the Owner, (iv) resulting from loss of or damage to property or (v) relating to the failure of the Owner to comply with the terms of this Agreement; provided, however, in each of cases (iii) and (iv) only to the extent that the Claim results from the negligent actions or negligent failures to act of or breach of the terms of this Agreement by any Owner Indemnified Party; provided, further, however, that the Owner shall not be required to defendindemnify the ASII Indemnitees with respect to any claim for indemnification arising out of or relating to matters described in Section 9.02 in an amount in the aggregate in excess of the 20% of the cash consideration actually received by Owner hereunder during the Survival Period. In addition, indemnify Owner may elect, at his discretion, to satisfy any indemnification obligations hereunder by either (a) reducing ASII’s obligations under the Closing Note by the corresponding amount or hold harmless any O&M Contractor Indemnified Party from and against, and no O&M Contractor Indemnified Party shall be exculpated from, any Claims (b) transferring Series B Shares to the extent caused by any O&M Contractor Indemnified Party or arising from company with each Class B Share being equal to $1,000 until the breach required amount hereunder has been transferred to ASII in the form of this Agreement by the O&M Contractor or the negligence, bad faith, recklessness or willful misconduct of the O&M Contractor or any O&M Contractor Indemnified Party or otherwise not attributable to the Owner. For the avoidance of doubt, no claim or liability for indemnification for Environmental Liability of any nature shall be made or incurred under this Section 9.2, and shall only be made or incurred pursuant to Section 5.2Class B Shares.

INDEMNIFICATION BY THE OWNER. The Owner shall indemnifySubject to the other terms and conditions of this Article X, defend and hold harmless each O&M Contractor Indemnified Party from and against any and all Claims incurred by or asserted against such O&M Contractor Indemnified Party arising out of or relating to Claims (i) arising as a result of a violation of Applicable Law to be complied with by after the Owner hereunderFirst Closing, (ii) in respect of any taxes imposed on or attributable to the income or property of the Owner, (iii) relating to injury to or death of any person, including employees of the Owner, (iv) resulting from loss of or damage to property or (v) relating to the failure of the Owner to comply with the terms of this Agreement; provided, however, in each of cases (iii) and (iv) only to the extent that the Claim results from the negligent actions or negligent failures to act of or breach of the terms of this Agreement by any Owner Indemnified Party; provided, further, however, that the Owner shall not be required to defendindemnify and defend each of the Purchaser and its Affiliates (including the Company and its acquired Subsidiaries) and their respective Representatives (collectively, indemnify or the “Purchaser Indemnitees”) against, and shall hold each of them harmless any O&M Contractor Indemnified Party from and against, and no O&M Contractor Indemnified Party shall be exculpated frompay and reimburse each of them for, any Claims and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any Owner Fundamental Representation or Company Fundamental Representation, as of the date of this Agreement or as of the First Closing Date as though made on and as of the First Closing Date (except to the extent caused by they refer to another date, the inaccuracy in or breach of which will be determined with reference to such other date); (b) any O&M Contractor Indemnified Party inaccuracy in or arising from breach of any of the breach representations or warranties set forth in Article III (other than any Owner Fundamental Representation) or Article IV (other than any Company Fundamental Representation), as of the date of this Agreement or as of the First Closing Date as though made on and as of the First Closing Date (except to the extent they refer to another date, the inaccuracy in or breach of which will be determined with reference to such other date); (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the O&M Contractor Owner or by the negligence, bad faith, recklessness or willful misconduct Company pursuant to this Agreement; (d) any Indemnified Taxes; (e) the business and operation of the O&M Contractor or any O&M Contractor Indemnified Party or otherwise not attributable Company and its Subsidiaries prior to the Owner. For First Closing, except for any accounts payable of the avoidance Company to the extent accounted for in the determination of doubt, no claim or liability for indemnification for Environmental Liability of any nature shall be made or incurred under this Section 9.2, and shall only be made or incurred Net Working Capital pursuant to Section 5.22.06; (f) any Transaction Expenses; (g) any pre-First Closing Indebtedness; (h) any Intercompany Accounts; (i) any Excluded Liabilities.