Indemnity by Xxxxx. Buyer shall release, indemnify and hold harmless Seller, its 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 the Product delivered by Seller under this Agreement after the Delivery Point, 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 Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.
Indemnity by Xxxxx. Buyer shall release, indemnify, defend, and hold harmless Seller, its Affiliates, and its and their directors, officers, employees, agents, and representatives against and from any and all Claims resulting from, or arising out of or in any way connected with (i) any event, circumstance, act, or incident relating to the Product received by Buyer under this Agreement after the Energy Delivery Point or Charging Energy delivered by Buyer under this Agreement up to the Energy Delivery Point, (ii) the failure by Buyer to comply with Applicable Laws, including without limitation the Tariff, (iii) a breach of its covenants, representations or warranties under this Agreement, or (iv) any Governmental Charges for which Buyer is responsible hereunder, 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 Seller, its Affiliates, and its and their directors, officers, employees, agents, and representatives.
Indemnity by Xxxxx. Buyer shall release, indemnify, defend, and hold harmless Seller, its Affiliates, and its and their directors, officers, employees, agents, and representatives against and from any and all Claims resulting from, or arising out of or in any way connected with (i) any event, circumstance, act, or incident relating to the Product received by Buyer under this Agreement after the Delivery Point, (ii) the failure by Buyer to comply with applicable Law, including without limitation the CAISO Tariff, or (iii) any Governmental Charges for which Xxxxx is responsible hereunder, 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 Seller, its Affiliates, and its and their directors, officers, employees, agents, and representatives.
Indemnity by Xxxxx. Buyer hereby releases, indemnifies and holds harmless Seller, its directors, officers, agents, and representatives against and from any and all losses, claims, actions or suits, including costs and attorney’s fees, resulting from, or arising out of or in any way connected with (a) the energy delivered by Seller under this Agreement after the Electricity Delivery Point, and (b) the Fuel prior to delivery at the Fuel Delivery Point under this Agreement, 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, excepting only such loss, claim, action or suit as may be caused solely by the fault or gross negligence of Seller, its directors, officers, employees, agents or representatives.
Indemnity by Xxxxx. Xxxxx shall indemnity, defend and hold City, its City Council, officers, employees, and agents harmless during the term of this Lease from and against any and all claims of liability for any injury or damage to any person or property arising from Xxxxx'x use of the Premises, or from the conduct of Xxxxx'x business, or from any activity, work or thing done, permitted or suffered by Xxxxx in, on or about the Premises. Xxxxx shall further indemnify, defend and hold City, its City Council, officers, employees, and agents harmless from and against any and all claims arising from any breach or default in the performance of any obligation of Xxxxx under this Lease, or arising from any negligence of Xxxxx or Xxxxx'x agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim, action or proceeding brought thereon. In the event any action or proceeding is brought against City by reason of any such claim, Xxxxx upon notice from City shall defend the same at Xxxxx'x expense.
Indemnity by Xxxxx. If the Parent fails to perform any of its obligations under clause 12.1, each Bank shall, (i) in the proportion borne by its Outstandings to the aggregate of the Outstandings of all the Banks; or (ii) if there are no Outstandings at the time as may be specified by the Agent in the proportion borne by its Commitment to the Total Commitments of all Banks; or (iii) if there are no Outstandings and the Total Commitments have been cancelled at such time, in the proportion borne by its Commitment to the Total Commitments of all Banks immediately before they were cancelled, indemnify the Agent and the Arrangers against any loss incurred by any of them as a result of such failure and the Parent shall promptly reimburse each Bank for any payment made by it pursuant to this clause 12.3.
Indemnity by Xxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Sections 9.03(a) and (b) to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Bank severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Bank’s proportion (based on the percentages as used in determining the Required Banks as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Banks under this Section 9.03(c) are subject to the provisions of Section 2.18(a).
Indemnity by Xxxxx. Xxxxx shall protect, defend, indemnify and hold Merck, its Affiliates and their respective directors, officers, employees and agents and their respective successors and permitted assigns (collectively, the “Merck Indemnified Parties”), harmless from any and all Liabilities which arise out of or result from:
Indemnity by Xxxxx. Buyer shall defend and hold harmless Seller and its Affiliates (including each Project Company pre-Closing), and their respective directors, managers, officers, stockholders, members, employees, agents, representatives, successors and assigns (collectively, the “Seller Indemnified Parties”) against any and all Losses, on an after tax basis, which may be incurred by, imposed upon, or asserted against, any Seller Indemnified Party (collectively, “Seller Losses”) by reason or on account of (a) any breach or inaccuracy of the representations by or warranties made by Buyer in this Agreement or any Buyer Document as of the date hereof or the Closing Date by Buyer; (b) any breach, nonperformance or violation of any covenant, agreement or other obligation of Buyer set forth in this Agreement or any Buyer Document; (c) any settlement, suit, action, claim or proceeding of a Third Party relating to Buyer that arises out of or relates to the foregoing or to the negligence of Buyer (a “Buyer Third Party Claim”); (d) the operations of each Project Company (and its successors) and the Projects from and after the Closing; or (e) any Taxes of any kind of Buyer and any Taxes of any Project Company for any Tax period ending after the Closing Date and for the Post-Closing Tax Period, in each case asserted prior to the expiration of the relevant survival period set forth in Section 10.4. The aggregate damages to which the Seller Indemnified Parties will be entitled for all Seller Claims shall be limited to the total amount of the Purchase Price paid to Seller (the “Seller Cap”). No Seller Indemnified Party may bring a Seller Claim until the aggregate amount of all Seller Claims exceeds $125,000 (the “Seller Basket”), after which the Seller Indemnified Party shall be entitled to indemnification for all such Seller Losses beginning at the first dollar. Notwithstanding the foregoing, the Seller Cap and the Seller Basket shall not be applicable to any claims made by the Seller Indemnified Parties with respect to Sections 4.1 (Organization, Qualification and Status), 4.2 (Authorization; Xxxxx and Binding Obligation) or 4.3 (No Broker), or to any Buyer Third Party Claim, and the Seller Indemnified Parties shall be entitled to indemnification for all such Seller Losses beginning at the first dollar.
Indemnity by Xxxxx. Buyer shall release, defend, indemnify and hold harmless Seller, its directors, officers, agents, attorneys, representatives and Affiliates (“Seller 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 Products after the Electrical Delivery Point or the Gas before or at the Gas Delivery Point; (ii) Third Party Claims resulting from Buyer’s actions or inactions; (iii) Third Party Claims arising from Buyer’s breach of this Agreement; or (iv) resulting from Buyer’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 willful misconduct or gross negligence of a member of the Seller Group. Notwithstanding any other provision of this Agreement, Buyer shall not indemnify the Seller Group for any actions or inactions of PG&E Transmission; provided that, subject to the understanding that nothing in this Agreement shall be construed as conferring on Seller or any member of the Seller Group any right or remedies with respect to PG&E Transmission, and nothing herein shall impair or limit Seller from exercising at any time any and all rights and remedies as it may have with respect to matters relating to PG&E Transmission.
