Indemnity by the Aggregator Clause Samples
The "Indemnity by the Aggregator" clause requires the aggregator to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions related to the aggregator's performance under the agreement. Typically, this clause applies if the aggregator's negligence, breach of contract, or misconduct causes harm to the other party, such as third-party claims or regulatory penalties. Its core function is to allocate risk by ensuring that the aggregator bears responsibility for certain adverse outcomes, thereby protecting the other party from financial harm resulting from the aggregator's conduct.
Indemnity by the Aggregator. 20.2.1 Without limiting the generality of Clause 20.1, the Aggregator shall fully indemnify, hold harmless and defend the Utility and the Utility Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to:
(a) failure of the Aggregator to comply with Applicable Laws and Applicable Permits;
(b) payment of taxes required to be made by the Aggregator in respect of the income or other taxes of the Aggregator‟s contractors, suppliers and representatives; or
(c) non-payment of amounts due as a result of materials or services furnished to the Aggregator or any of its contractors which are payable by the Aggregator or any of its contractors.
20.2.2 Without limiting the generality of the provisions of this Article 20, the Aggregator shall fully indemnify, hold harmless and defend the Utility Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Utility Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Aggregator or by the Aggregator‟s Contractors in performing the Aggregator‟s obligations or in any way incorporated in or related to the Supply of Electricity. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Aggregator shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Power Station, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Aggregator shall promptly make every reasonable effort to secure for the Utility a licence, at no cost to the Utility, authorising continued use of the infringing work. If the Aggregator is unable to secure such licence within a reasonable time, the Aggregator shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non-infringing.