INDEMNIFICATION; GOVERNMENTAL CHARGES Sample Clauses

INDEMNIFICATION; GOVERNMENTAL CHARGES. 54 13.01 SCE’s Indemnification Obligations 54 13.02 Seller’s Indemnification Obligations 55 13.03 Indemnification Claims 56 13.04 Survival of Indemnification Rights and Obligations 57 13.05 Cooperation to Minimize Tax Liabilities 57 13.06 Governmental Charges 57 Table Of Contents Section Page 13.07 Compliance with Laws and Indemnification 58 13.08 Environmental Costs and Indemnification 58 ARTICLE 14. MISCELLANEOUS 58 14.01 General 58 14.02 Notices 61 14.03 Governing Law; Waiver of Jury Trial 62 14.04 Assignment 62 14.05 Confidentiality 63 14.06 Records 66 14.07 Insurance 67 14.08 Consolidation of Seller’s Financial Statements 71 14.09 Mobile Sierra 74 14.10 Seller Ownership and Control of Project 75 14.11 NERC Standards Non-Compliance Penalties 75 14.12 Nondedication 75 Table Of Exhibits EXHIBIT {NOTE: SOME EXHIBITS MAY BE INAPPLICABLE AND MAY BE DELETED FROM THE EXECUTED CONTRACT.} EXHIBIT A DEFINITIONS EXHIBIT B PROJECT DESCRIPTION EXHIBIT C PROJECT PROGRESS REPORT EXHIBIT D MILESTONE SCHEDULE EXHIBIT E NOTICE EXHIBIT F FORM OF CONSENT TO COLLATERAL ASSIGNMENT EXHIBIT G FORM OF LETTER OF CREDIT EXHIBIT H [INTENTIONALLY OMITTED] EXHIBIT I [INTENTIONALLY OMITTED] EXHIBIT J [INTENTIONALLY OMITTED] EXHIBIT K [INTENTIONALLY OMITTED] EXHIBIT L [INTENTIONALLY OMITTED] EXHIBIT M DATA VALIDATION RULES EXHIBIT N CYBERSECURITY REQUIREMENTS DISTRIBUTED ENERGY RESOURCE PURCHASE AND SALE AGREEMENT between SOUTHERN CALIFORNIA EDISON COMPANY and [SELLER’S NAME] (ID# [Number]) This Distributed Energy Resource Purchase and Sale Agreement, together with its attachments and exhibits (as amended, restated, extended, renewed, modified or supplemented from time to time, collectively, the “Agreement”) is made and entered into as of this [ ] day of [Month], [Year] (“Effective Date”) by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (“SCE”), and [SELLER], a [Seller’s business registration] (“Seller”). SCE and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.
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INDEMNIFICATION; GOVERNMENTAL CHARGES. 13.01SCE’s Indemnification Obligations. In addition to any other indemnification obligations SCE may have elsewhere in this Agreement, which are hereby incorporated in this Section 13.01, SCE releases, and shall indemnify, defend and hold harmless Seller, and Seller’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, fine, penalty or expense of any kind or nature (including any direct damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation, arbitration and mediation, and in the case of third-party claims only, indirect and consequential loss or damage of such third party), arising out of or in connection with:
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INDEMNIFICATION; GOVERNMENTAL CHARGES. 43 13.01 SCE’s Indemnification Obligations. 43 13.02 Seller’s Indemnification Obligations. 44 13.03 Indemnification Claims. 46 13.04 Survival of Indemnification Rights and Obligations. 46 13.05 Cooperation to Minimize Tax Liabilities. 46 13.06 Governmental Charges. 46 13.07 Compliance with Laws and Indemnification. 47 13.08 Environmental Costs and Indemnification. 47 ARTICLE 14. MISCELLANEOUS 48 14.01 General. 48 14.02 Notices. 50 Table Of Contents Section Page 14.03 Governing Law; Waiver of Jury Trial. 51 14.04 Assignment. 51 14.05 Confidentiality. 52 14.06 Records. 54 14.07 Insurance. 55 14.08 Consolidation of Seller’s Financial Statements. 59
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INDEMNIFICATION; GOVERNMENTAL CHARGES 
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Related to INDEMNIFICATION; GOVERNMENTAL CHARGES

  • Insurance and Indemnification Costs of insurance in connection with the general conduct of activities are allowable, provided that the extent and cost of coverage are in accordance with the Grantee’s policy and sound business practice.

  • Tax Indemnification (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

  • Intellectual Property Indemnification Supplier agrees to defend, indemnify, and hold harmless DXC and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively “Indemnitees”) from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim that Supplier’s Products or Services, or the use, sale or importation of them, infringes any intellectual property right. Without limiting the foregoing, Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by DXC and/or its Indemnitees and will pay any award with respect to any such claim or agreed to in settlement of that claim.

  • INSURANCE and INDEMNIFICATION REQUIREMENTS See Exhibit C, attached hereto, for insurance requirements for this Agreement. The COUNTY’S insurance requirements are a material provision to this Agreement.

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