Owner’s Indemnification Obligations. To the greatest extent permitted by Applicable Laws, Owner releases, and shall indemnify, defend and hold harmless RG&E, its Affiliates, and their respective officers, directors, trustees, employees, agents, assigns and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third party), arising out of or in connection with:
Owner’s Indemnification Obligations. To the greatest extent permitted by Applicable Laws, Owner releases, and shall indemnify, defend and hold harmless CHGE, its Affiliates, and their respective officers, directors, trustees, employees, agents, assigns and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third party), arising out of or in connection with: any breach made by Owner of any representation, warranty, covenant, or agreement contained herein; NERC Standards Non-Compliance Penalties or an attempt by any Governmental or Regulatory Authority or other Person or Entity to assess such NERC Standards Non-Compliance Penalties against CHGE; injury or death to Persons, including CHGE employees, and physical damage to property, including CHGE property, where the damage arises out of, is related to, or is in connection with, Owner’s design, development, construction, ownership, operation or maintenance of the Project, or obligations or performance under this Agreement; an infringement upon or violation of any trade secret, trademark, trade name, copyright, patent, or other intellectual property rights of any third party resulting from the use of any equipment, software, applications, or programs (or any portion of same) in connection with the Project; any violation of Applicable Laws, failure to obtain and maintain Permits, or failure to perform Permit Requirements related to the Project or Owner’s performance, or failure to perform, under this Agreement; any (i) storage, generation, use, handling, manufacture, processing, transportation, treatment, release or disposal of any Hazardous Material by Owner, its EPC Contractor, or any of Owner’s or its EPC Contractor’s subcontractors; or (ii) alleged, threatened, or actual violation of any Environmental Law by Owner or its EPC Contractor or any of Owner’s or its EPC Contractor’s subcontractors, including, without limitation, any enforcement or compliance proceeding relating to or in connection with any such alleged, threatened or actual violation and any action reasonably necessary to xxxxx, investigate, remediate or prevent any such violation or threatened violation; the failure to pa...
Owner’s Indemnification Obligations. OWNER SHALL INDEMNIFY, DEFEND AND HOLD CONTRACTOR GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, LOSSES, COST, LIABILITIES, FINES, OR DAMAGES (INCLUDING WITHOUT LIMITATION ANY AND ALL COSTS OF INVESTIGATION, COSTS ASSOCIATED WITH REMEDIATION, RESPONSES, REMOVAL OR CORRECTIVE ACTIONS, REASONABLE ATTORNEYS’ FEES AND LIABILITY OR COSTS INCURRED OR ASSESSED AGAINST CONTRACTOR PURSUANT TO APPLICABLE LAW) WHICH CONTRACTOR GROUP MAY BE SUBJECT TO, OR INCUR, AS A RESULT OF ANY COMPLAINT OR ALLEGATION MADE OR ASSERTED BY ANY PARTY, INCLUDING GOVERNMENTAL AUTHORITIES, BASED ON OR RELATED TO COMPLAINTS OR ALLEGATIONS, WHETHER OR NOT SUPPORTED BY FACT, THAT SOILS, LEACHATE, EFFLUENT, OR OTHER RESIDUE LOCATED ON, EMANATING FROM, OR ARISING FROM THE SOILS, SUBSURFACE, STRUCTURES, EQUIPMENT OR PHYSICAL CONDITIONS AT THE LOCATION OF ANY FACILITIES CONTAIN TOXIC SUBSTANCES OR HAZARDOUS OR INDUSTRIAL WASTE OR HAZARDOUS MATERIALS, INCLUDING WITHOUT LIMITATION ANY SUCH COMPLAINT OR ALLEGATION WITH RESPECT TO THE PRESENCE OF A HAZARDOUS MATERIAL AT THE LOCATION OF ANY FACILITIES, OR ANY RELEASE OR THE PERCOLATION OR MIGRATION FROM ADJACENT PROPERTIES, OF A HAZARDOUS MATERIAL THAT OCCURRED AT THE LOCATION OF ANY FACILITIES WHICH IS A VIOLATION OF APPLICABLE LAW BINDING UPON OWNER OR ITS AFFILIATES, CONTRACTORS, AGENTS OR EMPLOYEES, OR OFF-SITE TREATMENT, STORAGE, OR DISPOSAL, OR CLEANUP OR REMEDIATION ASSOCIATED WITH SUCH HAZARDOUS MATERIALS.
Owner’s Indemnification Obligations. OWNERS agree to indemnify and hold harmless NEW OPERATORS and each of its Affiliates and Representatives (collectively, the “NEW OPERATORS Indemnified Parties”) from and against any and all Losses, incurred by, imposed upon or asserted against any of the NEW OPERATORS Indemnified Parties as a result of, relating to or arising out of (a) a breach by OWNERS of its representations, warranties or covenants under this Agreement, (b) the operation of the Facilities prior to the Closing Date; except to the extent such Losses claimed hereunder are determined in a non-appealable decision by a court of competent jurisdiction to have resulted from fraud, willful misconduct or negligence of any one or more of the NEW OPERATORS Indemnified Parties. Notwithstanding anything to the contrary contained elsewhere herein, (a) OWNERS’ Surviving Liabilities (as defined in Section 9.04(a) herein) shall not under any circumstances exceed the Maximum Indemnity Amount and Purchasers and NEW OPERATORS shall look solely to the Escrow Holdback Deposit for payment of such indemnity claims, and (b) where OWNERS’ Surviving Liabilities include an obligation to “indemnify, defend and hold Purchasers and NEW OPERATORS harmless,” Purchasers and NEW OPERATORS agree that after the Closing Date, OWNERS’ Surviving Liabilities shall be limited to an obligation to indemnify and hold Purchasers and NEW OPERATORS harmless (but shall not include an obligation to defend Purchasers and NEW OPERATORS) subject to the Maximum Indemnity Amount. Purchasers and NEW OPERATORS acknowledge and agree that pursuant to the Asset Purchase Agreement the term “Maximum Indemnity Amount” shall mean: (i) TWO MILLION DOLLARS ($2,000,000.00) during the first year immediately following the Closing Date, (ii) ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) during the calendar year immediately following the first anniversary of the Closing Date, (iii) ONE MILLION 10370946.3 29 DOLLARS ($1,000,000.00) during the calendar year immediately following the second anniversary of the Closing Date, and (iv) FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) during the six month period immediately following the third anniversary of the Closing Date (provided, however, during such six month period under clause (iv), OWNERS’ Surviving Liabilities (as defined in Section 9.04(a) herein) shall be limited to indemnity obligations of Sellers relating to any settlement, adjustment, disallowance, overpayment, set off against future payment...
Owner’s Indemnification Obligations. To the greatest extent permitted by Applicable Laws, Owner releases, and shall indemnify, defend and hold harmless CHGE, its Affiliates, and their respective officers, directors, trustees, employees, agents, assigns and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third party), arising out of or in connection with:
Owner’s Indemnification Obligations. To the greatest extent permitted by Applicable Laws, Owner releases, and shall indemnify, defend and hold harmless CECONY, its Affiliates, and their respective officers, directors, trustees, employees, agents, assigns and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third party), arising out of or in connection with:
Owner’s Indemnification Obligations. To the greatest extent permitted by Applicable Laws, Owner releases, and shall indemnify, defend and hold harmless NYSEG, its Affiliates, and their respective officers, directors, trustees, employees, agents, assigns and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third party), arising out of or in connection with:
