Indemnity of MIDWEST ISO. SPP will defend, indemnify and hold the MIDWEST ISO harmless from all actual losses, damages, liabilities, claims, expenses, causes of action, and judgments (collectively “Losses”), brought or obtained by third parties against the Midwest ISO, only to the extent such Losses arise directly from: (a) gross negligence, recklessness, or willful misconduct of SPP or any of SPP’s agents or employees, on the performance of this Agreement, except to the extent the Losses arise from (i) gross negligence, recklessness, willful misconduct or breach of contract or law by the MIDWEST ISO or any of the MIDWEST ISO’s agents or employees, or (ii) as a consequence of strict liability imposed as a matter of law upon the MIDWEST ISO or the MIDWEST ISO’s agents or employees; (b) Any claim that the MIDWEST ISO violated any copyright, patent, trademark, license, or other intellectual property right of a third party in the performance of this Agreement; (c) Any claim arising from the transfer of Intellectual Property in violation of Section 18.2.; and (d) Any claim that SPP caused physical personal injury due to gross negligence, recklessness, or willful conduct of its agents while on the premises of the MIDWEST ISO.
Appears in 6 contracts
Samples: Joint Operating Agreement, Joint Operating Agreement, Joint Operating Agreement
Indemnity of MIDWEST ISO. SPP will defend, indemnify and hold the MIDWEST Midwest ISO harmless from all actual losses, damages, liabilities, claims, expenses, causes of action, and judgments (collectively “Losses”), brought or obtained by third parties against the Midwest ISO, only to the extent such Losses arise directly from:
(a) gross negligence, recklessness, or willful misconduct of SPP or any of SPP’s agents or employees, on the performance of this Agreement, except to the extent the Losses arise from (i) gross negligence, recklessness, willful misconduct or breach of contract or law by the MIDWEST Midwest ISO or any of the MIDWEST Midwest ISO’s agents or employees, or (ii) as a consequence of strict liability imposed as a matter of law upon the MIDWEST Midwest ISO or the MIDWEST Midwest ISO’s agents or employees;
(b) Any claim that the MIDWEST Midwest ISO violated any copyright, patent, trademark, license, or other intellectual property right of a third party in the performance of this Agreement;
(c) Any claim arising from the transfer of Intellectual Property in violation of Section 18.2.; and
(d) Any claim that SPP caused physical personal injury due to gross negligence, recklessness, or willful conduct of its agents while on the premises of the MIDWEST Midwest ISO.
Appears in 3 contracts
Samples: Joint Operating Agreement, Joint Operating Agreement, Joint Operating Agreement
Indemnity of MIDWEST ISO. SPP MAPPCOR will defend, indemnify and hold the MIDWEST Midwest ISO harmless from all actual losses, damages, liabilities, claims, expenses, causes of action, and judgments (collectively “Losses”), brought or obtained by third parties against the Midwest ISO, only to the extent such Losses arise directly from:
(a) gross Gross negligence, recklessness, or willful misconduct of SPP MAPPCOR or any of SPPMAPPCOR’s agents or employees, on in the performance of this Agreement, except to the extent the Losses arise from from: (i) gross negligence, recklessness, willful misconduct or breach of contract or law by the MIDWEST Midwest ISO or any of the MIDWEST Midwest ISO’s agents or employees, or (ii) as a consequence of strict liability imposed as a matter of law upon the MIDWEST Midwest ISO or the MIDWEST Midwest ISO’s agents or employees;
(b) Any claim that the MIDWEST ISO MAPPCOR violated any copyright, patent, trademark, license, or other intellectual property Intellectual Property right of a third party in the performance of this Agreement;
(c) Any claim arising from the transfer of Intellectual Property in violation of Section 18.2.13.2; and
(d) Any claim that SPP MAPPCOR caused physical personal injury due to gross negligence, recklessness, or willful conduct of its agents while on the premises of the MIDWEST Midwest ISO.
Appears in 1 contract
Samples: Seams Operating Agreement
Indemnity of MIDWEST ISO. SPP will defend, indemnify and hold the MIDWEST Midwest ISO harmless from all actual losses, damages, liabilities, claims, expenses, causes of action, and judgments (collectively “Losses”), brought or obtained by third parties against the Midwest ISO, only to the extent such Losses arise directly from:
(a) gross negligence, recklessness, or willful misconduct of SPP or any of SPP’s SPP‟s agents or employees, on the performance of this Agreement, except to the extent the Losses arise from (i) gross negligence, recklessness, willful misconduct or breach of contract or law by the MIDWEST Midwest ISO or any of the MIDWEST ISO’s Midwest ISO‟s agents or employees, or (ii) as a consequence of strict liability imposed as a matter of law upon the MIDWEST Midwest ISO or the MIDWEST ISO’s Midwest ISO‟s agents or employees;
(b) Any claim that the MIDWEST Midwest ISO violated any copyright, patent, trademark, license, or other intellectual property right of a third party in the performance of this Agreement;
(c) Any claim arising from the transfer of Intellectual Property in violation of Section 18.2.; and
(d) Any claim that SPP caused physical personal injury due to gross negligence, recklessness, or willful conduct of its agents while on the premises of the MIDWEST Midwest ISO.
Appears in 1 contract
Samples: Joint Operating Agreement