Owner Indemnity. Owner shall indemnify, defend and hold harmless Distribution Company and Distribution Company’s Affiliates and their respective officers, directors, shareholders, managers, members, partners, agents, employees, representatives, and permitted successors and assigns (each, a “Distribution Company Indemnified Party”) from and against any and all claims, demands, suits, proceedings, judgments, losses, liabilities or damages, in each case, resulting from any third-party claims, together with any costs and expenses (including reasonable attorneys’ fees) incurred by any such Distribution Company Indemnified Party, including any such liabilities incurred by a Distribution Company Indemnified Party under the PPA, and arising out of the negligence, willful misconduct or criminal misconduct of Owner or its agents including such claims, costs and expenses arising from environmental liabilities or from property damage, in each case to the extent related to the NECEC Transmission Line. Owner shall have no obligations under the immediately preceding sentence to the extent any claims, demands, suits, proceedings, judgments, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) incurred by any such Distribution Company Indemnified Party are caused by or arise from the negligence, willful misconduct or criminal misconduct of, or breach or default of contract by, a Distribution Company Indemnified Party.
Owner Indemnity. Subject to Contractor’s indemnity obligations under Section 30.1, to the fullest extent permitted by Law, Owner assumes liability for, and agrees to indemnify, protect, defend, save and hold each of the Contractor Indemnitees harmless from and against any and all Losses (including any strict liability, as well as reasonable attorneys’ fees, consultant fees, experts’ fees and litigation expenses) of whatsoever kind and nature that may be imposed on, suffered or incurred by or asserted against any Contractor Indemnitee: (i) arising out of or due to a claim or action made by any third party (which third party shall not include any Contractor Indemnitee) to the extent caused by or arising directly from the negligence, Gross Negligence or Willful Misconduct of Owner, its Affiliates or Owner Contractors or their officers or employees while engaged in the performance of any activities in connection with this Agreement and (ii) for any claims arising out of Pre-Existing Hazardous Substances on the Job Site (except to the extent Contractor is otherwise liable as set forth in Section 30.1.2(a)(i)).
Owner Indemnity. Property Manager agrees:
(i) to notify Owner within five (5) business days after Property Manager receives notice of any loss, damage, or injury occurring on or about the Project;
(ii) to take no action (such as admission of liability) which bars Owner from obtaining any protection afforded by any insurance policy Owner may hold (or under which Owner can make a claim); and
(iii) that Owner shall have the exclusive right to conduct the defense to any claim, demand, or suit within limits prescribed by such policy or policies of insurance. Provided Property Manager complies with the provisions of this paragraph (c), Owner shall indemnify, defend and save Property Manager harmless from all loss, damage, cost, expense (including attorneys’ fees), liability, or claims for personal injury or property damage incurred or occurring in, on, or about the Project, except for any losses brought about by the intentional or willful acts or gross negligence on the part of the Property Manager, its officers, directors, members, managers, shareholders, agents, contractors, representatives or employees. Owner does hereby agree, to the fullest extent permitted by law, to indemnify, defend and save Property Manager harmless from and against any injuries to person (including, without limitation, death) occurring at any time, any loss, damage, and expense to property (including, without limitation, loss of use thereof), and any claim, cost, penalty, fine, order of injunctive relief, expense or liability of any nature (including, without limitation, actual attorneys’ fees, fees of environmental consultants and laboratory fees, and any other costs incurred in the investigation, defense and settlement of claims, and natural resource damages) caused by, arising out of, resulting from or occurring in connection with, wholly or in part, and whether in time prior to, after or the date of this Agreement, the alleged exposure to or alleged presence, disposal, release or threatened release of any Regulated Substance (as hereinafter defined) from, at or about the Project or attributable, in whole or in part, to Owner’s action or inaction or the action or inaction of Owner’s employees, agents, contractors, lessees or invitees or trespassers (other than the Property Manager) and any condition caused by or which may be attributable to any Regulated Substance, other than those caused by the gross negligence or willful act or omission of Property Manager, its officers, directors, members, manage...
Owner Indemnity. Subject to the limitations of liability set forth in Section 9.2, Owner agrees to indemnify and hold Xxxxxx and Xxxxxx’x subconsultants and their Personnel harmless from Damages due to bodily injury (including death) or third-party tangible property damage to the extent caused by the negligent acts, errors, or omissions of Owner or any other party for whom Owner is legally liable, in the performance of Owner’s obligations under this Agreement.
Owner Indemnity. Up to the proceeds received from the insurances placed by GEC and Owner hereunder, Owner, on behalf of itself, its affiliates, successors, assigns, officers, directors, employees, and agents (each an “Owner Indemnitor”), agrees to indemnify, defend and hold harmless the GEC, its affiliates, successors, assigns, officers, directors, employees, Contractor or Subcontractors and agents, from and LIMA/GEC/EPC 65 Confidential Business Information against any claims, demands, losses, damages, causes of action, suits, and liabilities (including expenses of litigation, court costs and reasonable attorneys’ fees) (a) attributable to bodily injury (including death) or property damage of third parties to the extent caused by the negligence or willful misconduct of an Owner Indemnitor or (b) attributable to bodily injury (including death) or property damage (including property of GEC or Owner) caused by any Hazardous Substances not brought onto the Site by GEC or its Contractor or Subcontractors.
Owner Indemnity. OWNER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OPERATOR GROUP FROM AND AGAINST ALL DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING ALL REASONABLE ATTORNEYS’ FEES, AND LITIGATION OR ARBITRATION EXPENSES) ARISING OUT OF OR RESULTING FROM OR RELATED TO (I) INJURY TO OR DEATH OF ANY MEMBER OF THE OWNER GROUP OR (II) DAMAGE TO OR DESTRUCTION OF PROPERTY OF OWNER GROUP (EXCLUDING THE FACILITY) OCCURRING IN CONNECTION WITH THE SERVICES, REGARDLESS OF THE CAUSE OF SUCH INJURY, DEATH, PHYSICAL DAMAGE OR DESTRUCTION, INCLUDING THE SOLE OR JOINT NEGLIGENCE, BREACH OF CONTRACT OR OTHER BASIS OF LIABILITY OF ANY MEMBER OF THE OPERATOR GROUP. Owner shall indemnify, defend, and hold harmless Operator against any and all claims for Losses of whatever kind and nature, including all related costs and expenses incurred in connection therewith, in respect of personal injury to or death of third parties and in respect of loss of or damage to any third party property to the extent that the same arises out of:
(a) any breach by Owner of its obligations hereunder;
(b) any negligent act or omission on the part of Owner; and
(c) any gross negligence or willful misconduct of Owner. Any indemnification payable by Owner to Operator hereunder shall be net of any insurance proceeds received by Operator under Operator’s or Owner’s insurance policies with respect to the circumstances giving rise to Owner’s indemnification of Operator hereunder.
Owner Indemnity. Owner shall indemnify, defend and hold harmless Purchaser and Purchaser’s Affiliates and their respective officers, directors, shareholders, managers, members, partners, agents, employees, representatives and permitted successors and assigns (each, a “Purchaser Indemnified Party”) from and against any and all claims, demands, suits, proceedings, judgments, losses, liabilities or damages, in each case, resulting from any third-party claims, together with any costs and expenses (including reasonable attorneys’ fees) incurred by any such Purchaser Indemnified Party, including any such liabilities incurred by a Purchaser Indemnified Party under the PPA, and arising out of the negligence, willful misconduct or criminal misconduct of Owner or its agents, including such claims, costs and expenses arising from environmental liabilities or from property damage, in each case to the extent related to the NECEC Transmission Line. Owner shall have no obligations under the immediately preceding sentence to the extent any claims, demands, suits, proceedings, judgments, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) incurred by any such Purchaser Indemnified Party are caused by or arise from the negligence, willful misconduct or criminal misconduct of, or breach or default of contract by, a Purchaser Indemnified Party. This Section 20.2 shall not apply to any claims for delay damages, cover damages, termination payments or other liquidated damages, in each case, that are asserted by any RFP Sponsor under the PPA, the Additional PPAs, the Distribution Company TSA or the Additional RFP Sponsor TSAs.
Owner Indemnity. (a) The Owner will indemnify and hold the Vendor and its affiliates, partners, directors, officers, agents and employees (the "Vendor Indemnitees") harmless from and against all third party claims, demands, suits, proceedings, damages, costs, expenses and liabilities, including, without limitation, reasonable legal fees (collectively, "Vendor Liabilities") brought against or incurred by any Vendor Indemnitee for (i) injury to persons, or (ii) loss or damage to any property, or (iii) any other liability, in each instance resulting from any act or omission of the Owner in the performance of this Agreement. If the Vendor and the Owner jointly cause such Vendor Liabilities, the Parties will share the liability in proportion to their respective degree of causal responsibility.
(b) The Owner's obligation to indemnify under subsection 9.3(a) with respect to any Vendor Liability will not arise unless the Vendor Indemnitee (i) notifies the Owner in writing of such potential Vendor Liability within a reasonable time after the Vendor Indemnitee is aware of such potential Vendor Liability; provided that the lack of providing such notice will not affect the Owner's obligation hereunder (A) if the Owner otherwise has actual knowledge of such Vendor Liability and (B) unless such lack of notice is the cause of the Owner being unable to adequately and reasonably defend such Vendor Liability, (ii) gives the Owner the opportunity and authority to assume the defense of and settle such Vendor Liability, subject to the provisions of the next two sentences, and (iii) furnishes to the Owner all such reasonable information and assistance (including, but not limited to, reasonable manufacturing modifications) available to the Vendor (or other Vendor Indemnitees) as may be reasonably requested by the Owner and necessary for the defense against such Vendor Liability. The Owner will assume on behalf of the Vendor Indemnitee and conduct in good faith the defense of such Liability with counsel (including in-house counsel) reasonably satisfactory to the Vendor Indemnitee; provided that the Vendor Indemnitee will have the right to be represented therein by advisory counsel of its own selection and at its own expense. If the Vendor Indemnitee will have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Owner, the Vendor Indemnitee will have the right to select separate counsel reasona...
Owner Indemnity. Owner shall indemnify, defend and hold harmless Purchaser and Purchaser’s Affiliates and their respective officers, directors, shareholders, managers, members, partners, agents, employees, representatives, and permitted successors and assigns (each, a "Purchaser Indemnified Party"), from and against any and all claims, demands, suits, proceedings, judgments, losses, liabilities, damages, in each case, resulting from any third-party claims, together with any costs and expenses (including reasonable attorneys’ fees) incurred by any such Purchaser Indemnified Party, and arising out of the gross negligence, willful misconduct or criminal misconduct of Owner, other than Excluded Claims. Owner shall have no obligations under the immediately preceding sentence to the extent any claims, demands, suits, proceedings, judgments, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) incurred by any such Purchaser Indemnified Party are caused by or arise from the gross negligence, willful misconduct or criminal misconduct of, or breach of contract by, a Purchaser Indemnified Party.
Owner Indemnity. Owner shall indemnify, defend and hold harmless --------------- Operator and its Affiliates and partners, joint venturers, officers, agents, employees, successors and assigns (collectively, the "Operator Indemnitees") from and against any and all suits, actions, legal or administrative proceedings, claims, demands, penalties, costs, and expenses (including attorneys' fees, court costs and all costs or expenses related to environmental clean-up, containment, remediation or removal of hazardous waste or pollution to property of third parties) of any nature for personal injury or death or physical damage to property of any third party (including employees of Owner and its subcontractors) arising out of or resulting from the performance or non- performance of Owner of its obligations hereunder or any of Owner's activities on or about the Site or other location where Owner is to perform its obligations hereunder to the extent that the same is caused by any negligent act or negligent omission of, or willful misconduct or intentional act by, Owner, its subcontractors (other than subcontractors of Operator) or suppliers (other than suppliers of Operator), or anyone employed by any of them, or anyone for whose acts any of them may be liable, unless solely caused by the negligence of any of the Operator Indemnitees. In the event that such damage or injury is caused by the joint or concurrent negligence of Operator or its employees, contractors, subcontractors or agents, the loss shall be borne by Operator and Owner proportionately to their degree of fault.
