Common use of Liability of Transferor; Indemnities Clause in Contracts

Liability of Transferor; Indemnities. (a) The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (b) The Transferor shall indemnify the Seller, the Issuer, the Indenture Trustee, for itself and on behalf of the Environmental Control Bondholders, and each of their respective members, managers, officers, directors and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than any taxes imposed on Environmental Control Bondholders, solely as a result of their ownership of Environmental Control Bonds ) that may at any time be imposed on or asserted against any such Person as a result of the acquisition or holding of the Environmental Control Property by the Seller or the Transferred Environmental Control Property by the Issuer or the issuance and sale by the Issuer of the Environmental Control Bonds, or any other transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes. (c) The Transferor shall indemnify the Seller, the Issuer, the Indenture Trustee, on behalf of the Environmental Control Bondholders, and each of their respective members, managers, officers, directors, and agents for, and defend and hold harmless each such Person from and against, any and all amounts of principal of and interest on the Environmental Control Bonds not paid when due or when scheduled to be paid in accordance with their terms and the amount of any deposits to the Issuer required to have been made in accordance with the terms of the Basic Documents which are not made when so required, in either case as a result of the Transferor’s breach of any of its representations, warranties or covenants contained in this Agreement. (d) The Transferor shall indemnify the Seller, the Issuer, the Indenture Trustee, on behalf of the Environmental Control Bondholders, and each of their respective members, managers, officers, directors, and agents, and defend and hold harmless each such Person from and against, any and all Losses that may be imposed on, incurred by or asserted against any such Person as a result of (i) the Transferor’s willful misconduct, bad faith or negligence in the performance of its duties or observance of its covenants under this Agreement, (ii) the Transferor’s reckless disregard of its obligations and duties under this Agreement or (iii) the Transferor’s breach of any of its representations or warranties contained in this Agreement (any event described in any of the foregoing clauses (i), (ii) or (iii), an “Indemnification Event”). Amounts on deposit in the Excess Funds Subaccount and the Capital Subaccount shall not be available to satisfy any Losses for which indemnification is provided in this Agreement. (e) The Transferor also will indemnify the PSCWV, for the benefit of Customers, for any and all Losses, including but not limited to Losses in the form of higher Environmental Control Charges, that Customers may incur by reason of (i) any failure of the Transferor’s representations or warranties in this Agreement, (ii) any breach of the Transferor’s covenants in this Agreement, (iii) any failure of the Seller’s representations in the Sale Agreement or (iv) by breach of the Seller’s covenants in the Sale Agreement. The Transferor will not be liable for any Losses resulting solely from a downgrade in the ratings on the Environmental Control Bonds or any consequential, incidental or indirect damages, including any loss of market value of the Environmental Control Bonds, resulting from any downgrade of the ratings of the Environmental Control Bonds. (f) The Transferor shall indemnify the Indenture Trustee and its officers, directors and agents for, and defend and hold harmless each such Person from and against, any and all Losses that may be imposed upon, incurred by or asserted against any such Person as a result of the acceptance or performance of the trusts and duties contained herein and in the Basic Documents to which the Indenture Trustee is a party, except to the extent that any such Loss shall be due to the willful misconduct, bad faith or gross negligence of the Indenture Trustee. Such amounts shall be deposited into the Collection Account and distributed in accordance with the Indenture. (g) The Transferor’s indemnification obligations under Section 5.01(b), (c), (d), (e) and (f) for events occurring prior to the removal or resignation of the Indenture Trustee, or the termination of this Agreement, shall survive the resignation or removal of the Indenture Trustee, or the termination of this Agreement, and shall include reasonable fees and expenses of investigation and litigation (including the reasonable attorney’s fees and expenses of the Indenture Trustee). Any amounts indemnified by the Transferor pursuant to its obligations under Sections 5.01(b), (c), (d) or (e) shall be deposited into the Collection Account and distributed in accordance with the Indenture.

Liability of Transferor; Indemnities. (a) The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement. (b) The Transferor shall indemnify the Seller, the Issuer, Issuer and the Indenture Bond Trustee, for itself and on behalf of the Environmental Control Transition Bondholders, and each of their respective members, managers, officers, directors and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than any taxes imposed on Environmental Control Bondholders, Transition Bondholders solely as a result of their ownership of Environmental Control Bonds Transition Bonds) that may at any time be imposed on or asserted against any such Person as a result of the acquisition or holding of the Environmental Control Transferred Intangible Transition Property by the Seller or the Transferred Environmental Control Property by the Issuer or the issuance and sale by the Issuer of the Environmental Control Transition Bonds, or any other transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes. (c) The Transferor shall indemnify the Seller, the Issuer, Issuer and the Indenture Bond Trustee, on behalf of the Environmental Control Transition Bondholders, and each of their respective members, managers, officers, directors, and agents foragents, and defend and hold harmless each such Person from and against, any and all amounts of principal of and interest on the Environmental Control Transition Bonds not paid when due or when scheduled to be paid in accordance 156 with their terms and the amount of any deposits to the Issuer required to have been made in accordance with the terms of the Basic Documents which are not made when so required, in either case as a result of the Transferor’s 's breach of any of its representations, warranties or covenants contained in this Agreement. (d) The Transferor shall indemnify the Seller, the Issuer, Issuer and the Indenture Bond Trustee, on behalf of the Environmental Control Transition Bondholders, and each of their respective members, managers, officers, directors, and agents, and defend and hold harmless each such Person from and against, any and all Losses that may be imposed on, incurred by or asserted against any such Person as a result of (ix) the Transferor’s willful 's wilful misconduct, bad faith or gross negligence in the performance of its duties or observance of its covenants under this Agreement, (iiy) the Transferor’s 's reckless disregard disre gard of its obligations and duties under this Agreement or (iiiz) the Transferor’s 's breach of any of its representations or warranties contained in this Agreement (any event described in any of the foregoing clauses (ix), (iiy) or (iiiz), an “"Indemnification Event”"). Amounts on deposit in the Excess Funds Reserve Subaccount, the Overcollateralization Subaccount and the Capital Subaccount shall not be available to satisfy any Losses for which indemnification is provided in this Agreement.. 157 (e) The Transferor also will indemnify the PSCWV, for the benefit of Customers, for any and all Losses, including but not limited to Losses in the form of higher Environmental Control Charges, that Customers may incur by reason of (i) any failure of the Transferor’s representations or warranties in this Agreement, (ii) any breach of the Transferor’s covenants in this Agreement, (iii) any failure of the Seller’s representations in the Sale Agreement or (iv) by breach of the Seller’s covenants in the Sale Agreement. The Transferor will not be liable for any Losses resulting solely from a downgrade in the ratings on the Environmental Control Bonds or any consequential, incidental or indirect damages, including any loss of market value of the Environmental Control Bonds, resulting from any downgrade of the ratings of the Environmental Control Bonds. (f) The Transferor shall indemnify the Indenture Bond Trustee and its officers, directors and agents for, and defend and hold harmless each such Person from and against, any and all Losses that may be imposed upon, incurred by or asserted against any such Person as a result of the acceptance or performance of the trusts and duties contained herein and in the Basic Documents to which the Indenture Trustee is a partyIndenture, except to the extent that any such Loss shall be due to the willful misconductwilful misfeasance, bad faith or gross negligence of the Indenture Bond Trustee. Such amounts shall be deposited into the Collection Account and distributed in accordance with the Indenture. (gf) The Transferor’s 's indemnification obligations under Section 5.01(b), (c5.01(b),(c), (d), (e) and (fe) for events occurring prior to the removal or resignation of the Indenture Trustee, Bond Trustee or the termination of this Agreement, Agreement shall survive the resignation or removal of the Indenture Trustee, Bond Trustee or the termination of this Agreement, Agreement and shall include reasonable fees and expenses of investigation and litigation (including the Bond Trustee's reasonable attorney’s 's fees and expenses of the Indenture Trusteeexpenses). Any amounts indemnified by the Transferor pursuant to its obligations under Sections 5.01(b), (c), (d) or (e) shall be deposited into the Collection Account and distributed in accordance with the Indenture.