Common use of Owner’s Indemnification Obligations Clause in Contracts

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: (a) any breach made by Owner of any representation, warranty, covenant or agreement contained herein; (b) 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; (c) 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; (d) 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; (e) 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; (f) 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; (g) the failure to pay any Governmental Charges or Environmental Costs for which Owner is responsible under Section 13.4; (h) any financial settlement for Products requiring payment by CHGE, monetary penalties or fines assessed against CHGE by the NYSPSC, the NYISO or any other entity having jurisdiction, resulting from: (i) Owner’s failure to dispatch the Project in accordance with a Dispatch Notice, other than due to a Force Majeure; (ii) Owner’s failure to provide notice of the non-availability of any portion of the Contract Quantity for any portion of the Contract Term as required under Section 6.5(a); or (i) any Non-CHGE Dispatch, including all (i) charges, sanctions, and penalties imposed by the NYISO, and (ii) the related Charging Energy Requirements. To the extent permitted under Applicable Laws, this indemnity applies notwithstanding CHGE’s active or passive negligence.

Owner’s Indemnification Obligations. To the greatest extent permitted by Applicable Laws, Owner releases, and shall indemnify, defend and hold harmless CHGERG&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: (a) : any breach made by Owner of any representation, warranty, covenant or agreement contained herein; (b) ; 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; (c) RG&E; injury or death to Persons, including CHGE RG&E employees, and physical damage to property, including CHGE RG&E 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; (d) ; 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; (e) ; 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; (f) ; 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; (g) ; the failure to pay any Governmental Charges or Environmental Costs for which Owner is responsible under Section 13.4; (h) ; any financial settlement for Products requiring payment by CHGERG&E, monetary penalties or fines assessed against CHGE RG&E by the NYSPSC, the NYISO or any other entity having jurisdiction, resulting from: (i) : Owner’s failure to dispatch the Project in accordance with a Dispatch Notice, other than due to a Force Majeure; (ii) Owner’s failure to provide notice of the non-availability of any portion of the Contract Quantity for any portion of the Contract Term as required under Section 6.5(a); or (i) any Non-CHGE Dispatch, including all (i) charges, sanctions, and penalties imposed by the NYISO, and (ii) the related Charging Energy Requirements. To the extent permitted under Applicable Laws, this indemnity applies notwithstanding CHGE’s active or passive negligence.

Owner’s Indemnification Obligations. To the greatest extent permitted by Applicable Laws, Owner releases, and shall indemnify, defend and hold harmless CHGENYSEG, 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: (a) : any breach made by Owner of any representation, warranty, covenant or agreement contained herein; (b) ; 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; (c) NYSEG; injury or death to Persons, including CHGE NYSEG employees, and physical damage to property, including CHGE NYSEG 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; (d) ; 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; (e) ; 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; (f) ; 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; (g) ; the failure to pay any Governmental Charges or Environmental Costs for which Owner is responsible under Section 13.4; (h) ; any financial settlement for Products requiring payment by CHGENYSEG, monetary penalties or fines assessed against CHGE NYSEG by the NYSPSC, the NYISO or any other entity having jurisdiction, resulting from: (i) : Owner’s failure to dispatch the Project in accordance with a Dispatch Notice, other than due to a Force Majeure; (ii) Owner’s failure to provide notice of the non-availability of any portion of the Contract Quantity for any portion of the Contract Term as required under Section 6.5(a); or (i) any Non-CHGE Dispatch, including all (i) charges, sanctions, and penalties imposed by the NYISO, and (ii) the related Charging Energy Requirements. To the extent permitted under Applicable Laws, this indemnity applies notwithstanding CHGE’s active or passive negligence.

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: (a) : any breach made by Owner of any representation, warranty, covenant covenant, or agreement contained herein; (b) ; 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; (c) ; 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; (d) ; 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 applications, or programs (or any portion of same) in connection with the Project; (e) ; 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; (f) ; 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; (g) ; the failure to pay any Governmental Charges or Environmental Costs for which Owner is responsible under Section 13.4; (h) ; any financial settlement for Products requiring payment by CHGE, monetary penalties or fines assessed against CHGE by the NYSPSC, the NYISO or any other entity having jurisdiction, resulting from: (i) : Owner’s failure to dispatch the Project in accordance with a Dispatch Notice, other than due to a Force Majeure; (ii) Owner’s failure to provide notice of the non-availability of any portion of the Contract Quantity for any portion of the Contract Term as required under Section 6.5(a); or (i) any Non-CHGE Dispatch, including all (i) charges, sanctions, and penalties imposed by the NYISO, and (ii) the related Charging Energy Requirements. To the extent permitted under Applicable Laws, this indemnity applies notwithstanding CHGE’s active or passive negligence.

Owner’s Indemnification Obligations. To the greatest extent permitted by Applicable Laws, Owner releases, and shall indemnify, defend and hold harmless CHGEO&R, 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:with:‌ (a) any breach made by Owner of any representation, warranty, covenant or agreement contained herein; (b) 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 CHGEO&R; (c) injury or death to Persons, including CHGE O&R employees, and physical damage to property, including CHGE O&R 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; (d) 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; (e) 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; (f) 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; (g) the failure to pay any Governmental Charges or Environmental Costs for which Owner is responsible under Section 13.413.04; (h) any financial settlement for Products requiring payment by CHGEO&R, monetary penalties or fines assessed against CHGE O&R by the NYSPSCNYPSC, the NYISO or any other entity having jurisdiction, resulting from: (i) Owner’s failure to dispatch the Project in accordance with a Dispatch Notice, other than due to a Force Majeure; (ii) Owner’s failure to provide notice of the non-availability of any portion of the Contract Quantity for any portion of the Contract Term as required under Section 6.5(a6.05(a); or (i) any Non-CHGE O&R Dispatch, including all (i) charges, sanctions, and penalties imposed by the NYISO, and (ii) the related Charging Energy Requirements. To the extent permitted under Applicable Laws, this indemnity applies notwithstanding CHGEO&R’s active or passive negligence.

Owner’s Indemnification Obligations. To the greatest extent permitted by Applicable Laws, Owner releases, and shall indemnify, defend and hold harmless CHGECECONY, 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: (a) any breach made by Owner of any representation, warranty, covenant or agreement contained herein; (b) 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 CHGECECONY in connection with the Project; (c) injury or death to Persons, including CHGE CECONY employees, and physical damage to property, including CHGE CECONY 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; (d) 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; (e) 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; (f) 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; (iii) presence, release or cleanup of any Hazardous Materials at, from, to, under, or on real property or equipment or to the environment; or (iv) environmental compliance costs, in each case in connection with the Project; (g) the failure to pay any Governmental Charges or Environmental Costs for which Owner is responsible under Section 13.413.04 and Section 13.05; (h) any financial settlement for Products requiring payment by CHGECECONY, monetary penalties or fines assessed against CHGE CECONY by the NYSPSCNYPSC, the NYISO or any other entity having jurisdiction, resulting from: (i) Owner’s failure to dispatch the Project in accordance with a Dispatch Notice, other than due to a Force Majeure; (ii) Owner’s failure to provide notice of the non-availability of any portion of the Contract Quantity for any portion of the Contract Term as required under Section 6.5(a6.05(a); or (i) any Non-CHGE CECONY Dispatch, including all (i) charges, sanctions, and penalties imposed by the NYISO, and (ii) the related Charging Energy Requirements. To the extent permitted under Applicable Laws, this indemnity applies notwithstanding CHGECECONY’s active or passive negligence.

Owner’s Indemnification Obligations. To the greatest extent permitted by Applicable Laws, Owner releases, and shall indemnify, defend and hold harmless CHGECECONY, 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:with:‌ (a) any breach made by Owner of any representation, warranty, covenant or agreement contained herein; (b) 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 CHGECECONY; (c) injury or death to Persons, including CHGE CECONY employees, and physical damage to property, including CHGE CECONY 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; (d) 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; (e) 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; (f) 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; (g) the failure to pay any Governmental Charges or Environmental Costs for which Owner is responsible under Section 13.413.04; (h) any financial settlement for Products requiring payment by CHGECECONY, monetary penalties or fines assessed against CHGE CECONY by the NYSPSCNYPSC, the NYISO or any other entity having jurisdiction, resulting from: (i) Owner’s failure to dispatch the Project in accordance with a Dispatch Notice, other than due to a Force Majeure; (ii) Owner’s failure to provide notice of the non-availability of any portion of the Contract Quantity for any portion of the Contract Term as required under Section 6.5(a6.05(a); or (i) any Non-CHGE CECONY Dispatch, including all (i) charges, sanctions, and penalties imposed by the NYISO, and (ii) the related Charging Energy Requirements. To the extent permitted under Applicable Laws, this indemnity applies notwithstanding CHGECECONY’s active or passive negligence.

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: (a) : any breach made by Owner of any representation, warranty, covenant or agreement contained herein; (b) ; 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; (c) ; 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; (d) ; 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; (e) ; 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; (f) ; 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; (g) ; the failure to pay any Governmental Charges or Environmental Costs for which Owner is responsible under Section 13.4; (h) ; any financial settlement for Products requiring payment by CHGE, monetary penalties or fines assessed against CHGE by the NYSPSC, the NYISO or any other entity having jurisdiction, resulting from: (i) : Owner’s failure to dispatch the Project in accordance with a Dispatch Notice, other than due to a Force Majeure; (ii) Owner’s failure to provide notice of the non-availability of any portion of the Contract Quantity for any portion of the Contract Term as required under Section 6.5(a); or (i) any Non-CHGE Dispatch, including all (i) charges, sanctions, and penalties imposed by the NYISO, and (ii) the related Charging Energy Requirements. To the extent permitted under Applicable Laws, this indemnity applies notwithstanding CHGE’s active or passive negligence.

Owner’s Indemnification Obligations. To the greatest extent permitted by Applicable Laws, Owner releases, and shall indemnify, defend and hold harmless CHGEO&R, 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: (a) any breach made by Owner of any representation, warranty, covenant or agreement contained herein; (b) 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 CHGEO&R in connection with the Project; (c) injury or death to Persons, including CHGE O&R employees, and physical damage to property, including CHGE O&R 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; (d) 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; (e) 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; (f) 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; (iii) presence, release or cleanup of any Hazardous Materials at, from, to, under, or on real property or equipment or to the environment; or (iv) environmental compliance costs, in each case in connection with the Project; (g) the failure to pay any Governmental Charges or Environmental Costs for which Owner is responsible under Section 13.413.04 and Section 13.05; (h) any financial settlement for Products requiring payment by CHGEO&R, monetary penalties or fines assessed against CHGE O&R by the NYSPSCNYPSC, the NYISO or any other entity having jurisdiction, resulting from: (i) Owner’s failure to dispatch the Project in accordance with a Dispatch Notice, other than due to a Force Majeure; (ii) Owner’s failure to provide notice of the non-availability of any portion of the Contract Quantity for any portion of the Contract Term as required under Section 6.5(a6.05(a); or (i) any Non-CHGE O&R Dispatch, including all (i) charges, sanctions, and penalties imposed by the NYISO, and (ii) the related Charging Energy Requirements. To the extent permitted under Applicable Laws, this indemnity applies notwithstanding CHGEO&R’s active or passive negligence.

Owner’s Indemnification Obligations. To the greatest extent permitted by Applicable Laws, Owner releases, and shall indemnify, defend and hold harmless CHGENYSEG, 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: (a) any breach made by Owner of any representation, warranty, covenant or agreement contained herein; (b) 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-Non- Compliance Penalties against CHGENYSEG; (c) injury or death to Persons, including CHGE NYSEG employees, and physical damage to property, including CHGE NYSEG 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; (d) 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; (e) 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; (f) 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; (g) the failure to pay any Governmental Charges or Environmental Costs for which Owner is responsible under Section 13.413.04; (h) any financial settlement for Products requiring payment by CHGENYSEG, monetary penalties or fines assessed against CHGE NYSEG by the NYSPSCNYPSC, the NYISO or any other entity having jurisdiction, resulting from: (i) Owner’s failure to dispatch the Project in accordance with a Dispatch Notice, other than due to a Force Majeure; (ii) Owner’s failure to provide notice of the non-availability of any portion of the Contract Quantity for any portion of the Contract Term as required under Section 6.5(a6.05(a); or (i) any Non-CHGE NYSEG Dispatch, including all (i) charges, sanctions, and penalties imposed by the NYISO, and (ii) the related Charging Energy Requirements. To the extent permitted under Applicable Laws, this indemnity applies notwithstanding CHGENYSEG’s active or passive negligence.