Indemnity by Seller Clause Samples

Indemnity by Seller. To the extent permitted by Requirements of Law and subject to Section 12.1.5, Seller shall release, indemnify and hold harmless PacifiCorp, its divisions, Affiliates, and each of its and their respective directors, officers, employees, agents, and representatives (collectively, the "PacifiCorp Indemnitees") against and from any and all losses, fines, penalties, claims, demands, damages, liabilities, actions or suits of any nature whatsoever (including legal costs and attorneys' fees, both at trial and on appeal, whether or not suit is brought) (collectively, "Liabilities") actually or allegedly resulting from, or arising out of, or in any way connected with, the performance by Seller of its obligations hereunder, or relating to the Facility or Premises, for or on account of injury, bodily or otherwise, to, or death of, or damage to, or destruction or economic loss of property of, any person or entity, excepting only to the extent such Liabilities as may be caused by the gross negligence or willful misconduct of any person or entity within the PacifiCorp Indemnitees. Seller shall be solely responsible for (and shall defend and hold PacifiCorp harmless against) any damage that may occur as a direct result of Seller's breach of the Generation Interconnection Agreement.

Indemnity by Seller. (a) Subject to the provisions of Section 11.1 hereof relating to the survival of representations and warranties and the other limitations contained herein, from and after the Closing, Seller agrees to indemnify, defend and hold harmless Buyer and its Affiliates (collectively, the "Buyer Indemnitees") against (and to pay within 30 days of demand) all claims, losses, liabilities, obligations, damages, deficiencies, costs and expenses, including without limitation, losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable attorneys', accountants' and expert witnesses' fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder (hereafter individually a "Loss" and collectively "Losses") incurred by any of the Buyer Indemnitees and arising out of or relating to: (i) all Excluded Assets; (ii) all liabilities not forming a part of the Assumed Liabilities; (iii) any misrepresentation or breach of any representation or warranty made by Seller in this Agreement; and (iv) any breach of any covenant, agreement or obligation of Seller contained in this Agreement. (b) Seller shall not be required to indemnify Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described above pursuant to Section 11.2(a), unless and until the aggregate amount of all Losses by Buyer Indemnitees equals or exceeds one percent (1.0%) of the Purchase Price (the "Bucket"). When Losses equal or exceed the Bucket, Seller shall pay one-half of the Bucket plus all Losses in excess of the Bucket regardless of amount. Seller's maximum liability to Buyer Indemnitees under this Section 11.2 shall not exceed $8,500,000 in the aggregate except for matters which are based on or which arise from or out of the Exempt Matters, as to which no limit applies.

Indemnity by Seller. Seller shall release, indemnify and hold harmless Buyer or Buyers’ respective directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with (i) the Product delivered under this Agreement to the Delivery Point, or (ii) Seller’s operation and/or maintenance of the Project, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Buyer, its Affiliates, or Buyers’ and Affiliates’ respective agents, employees, directors, or officers.

Indemnity by Seller. Seller shall release, indemnify, defend, and hold harmless Buyer, its Affiliates, and its and their directors, officers, employees, agents, and representatives against and from any and all actions, suits, losses, costs, damages, injuries, liabilities, claims, demands, penalties and interest, including reasonable costs and attorneys’ fees (“Claims”) resulting from, or arising out of or in any way connected with (i) any event, circumstance, act, or incident relating to the Product delivered under this Agreement up to and at the Delivery Point, (ii) Seller’s development, permitting, construction, ownership, operation and/or maintenance of the Project, (iii) the failure by Seller or the failure of the Project to comply with applicable Law, including without limitation the CAISO Tariff, (iv) any Governmental Charges for which Seller is responsible hereunder, or (v) any liens, security interests, encumbrances, or other adverse claims against the Product delivered hereunder made by, under, or through Seller, in all cases including, without limitation, any Claim for or on account of injury, bodily or otherwise, to or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such Claim to the extent caused by the willful misconduct or gross negligence of Buyer, its Affiliates, and its and their directors, officers, employees, agents, and representatives.

Indemnity by Seller. Seller shall indemnify Buyer against any loss, damage, cost or expense that Buyer shall incur or suffer as a result of the breach, untruth or inaccuracy of any promise, agreement, covenant, warranty or representation made by Seller herein and for the benefit of Buyer.

Indemnity by Seller. Seller shall release, indemnify and hold harmless PacifiCorp, its directors, officers, agents, and representatives against and from any and all loss, fines, penalties, claims, actions or suits, including costs and attorney’s fees, both at trial and on appeal, resulting from, or arising out of or in any way connected with (a) the energy delivered by Seller under this Agreement to and at the Point of Delivery, (b) any facilities on Seller’s side of the Point of Delivery, (c) Seller’s operation and/or maintenance of the Facility, or (d) arising from this Agreement, including without limitation any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to, or destruction or economic loss of property belonging to PacifiCorp, Seller or others, excepting only such loss, claim, action or suit as may be caused solely by the fault or gross negligence of PacifiCorp, its directors, officers, employees, agents or representatives.

Indemnity by Seller. Seller will indemnify and hold harmless Buyer and Buyer’s Affiliates together with their respective members, shareholders, managers, directors, officers, employees, agents, advisors, attorneys, accountants and consultants (each a “Buyer Indemnified Party”) from and against all claims, damages, losses, liabilities, costs, deficiencies and expenses (including investigative costs, settlement costs and any reasonable outside legal, accounting or other expenses for investigating or defending any actions or threatened actions) (collectively, the “Losses”) to which any Buyer Indemnified Party becomes subject, which Losses arise out of or are incurred in connection with each and all of the following: 9.1.1 any breach of any representation or warranty made by Seller in this Agreement or as re-certified in a certificate delivered by Seller at the Closing; 9.1.2 any breach of any covenant, agreement or obligation of Seller contained in this Agreement; 9.1.3 any fraud by Seller in connection with this Agreement or the transactions contemplated by this Agreement; and 9.1.4 any claims, actions or suits made by third parties (before or after the Closing Date) against any Buyer Indemnified Party arising solely from acts or omissions of Seller prior to the Closing Date; provided, that Seller will not be liable for any Losses pursuant to this Section 9.1, unless and until the aggregate amount of indemnifiable Losses under this Section 9.1 which may be recovered from Seller equals or exceeds one hundred fifty thousand dollars ($150,000). For purposes of clarification, any adjustments to the Purchase Price as set forth in Section 2.5 shall not be subject to the limitations set forth in this Section 9.1.4.

Indemnity by Seller. Seller shall release, indemnify and hold harmless Buyer or Buyers’ respective directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with (i) the Product delivered under this Agreement to the Delivery Point, (ii) Seller’s operation and/or maintenance of the Project, or (iii) Seller’s actions or inactions with respect to this Agreement, including, without limitation, any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Buyer, its Affiliates, or Buyers’ and Affiliates’ respective agents, employees, directors, or officers.

Indemnity by Seller. Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any and all Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) [the Tolling Services, after the Gas Delivery Point and prior to and at the Electrical Delivery Point; (ii)] the Products prior to and at the Electrical Delivery Point or Gas after the Gas Delivery Point; (iii) Seller’s operation and/or maintenance of the Units, the Facility or the Site; (iv) Third Party Claims arising from Seller’s actions or inactions, (v) Third Party Claims arising from Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Facility; (vi) any environmental matters associated with the Facility or the Site, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; or (vii) resulting from Seller’s violation of any applicable Law, or Transmission Provider, NERC or WECC or Reliability Organization requirements; in each case including any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, or others, excepting only such Indemnifiable Losses, to the extent caused by the fault, willful misconduct or gross negligence of a member of the Buyer Group. [Include bracketed language only for tolling agreements.]