Common use of Owner Indemnity Clause in Contracts

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. 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 PPAPPAs, 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 PPAs or the Additional RFP Sponsor TSAs.