Common use of Producer’s Indemnification Clause in Contracts

Producer’s Indemnification. In addition to and without limiting the indemnities set forth in the Agreement, Producer further agrees to defend, indemnify and hold harmless Company, Company’s parents, affiliates, related and subsidiary entities, the sponsors of the Series, the Gates Foundation, and the shareholders, board members, officers, agents, employees, directors, licensees and assigns of each of the foregoing from and against any and all claims, liabilities, loss, damages and expenses (including, without limitation, reasonable outside attorney’s fees) arising out of or related to: a. The development, production and exploitation of the TPW Content, any services rendered hereunder and/or the acts or omissions of Producer, its agents, employees, representatives or contractors, including without limitation, the TPW Producer, crew members, personnel and/or on-camera participants (the “Producer Parties”) in connection therewith, including without limitation, with respect to any physical injury, death, disability, property theft or property damage sustained by any Producer Parties during or in connection with the production of the TPW Content and/or any other element of the Series and/or other services rendered hereunder, including, without limitation, any development, pre-production, production and post-production activities and/or any travel associated therewith; b. The negligence, recklessness and/or other tortious acts committed by any Producer Parties; c. The violation of or failure to comply with any applicable Laws pertaining to production of the TPW Content and/or any other element of the Series (including, without limitation, development, pre-production, production and post-production activities) by any Producer Parties; and/or d. Any breach or any third party claim alleging facts, which, if true, would constitute a breach of any representation, warranty, covenant or obligation of Producer contained in or made pursuant to the Agreement (as amended hereby) or otherwise made to Company. Producer’s review or approval of the TPW Content, the Series or any elements thereof, or any documents or agreements related to or concerning the TPW Content and/or the Series shall neither operate to waive or limit in any way Producer’s indemnity obligations under the Agreement (as amended hereby) nor trigger Company’s indemnity obligations under the Agreement. Unless the parties otherwise agree in writing, or as required by law, Producer’s indemnity obligations shall not be waived or limited in any way.

Producer’s Indemnification. In addition Without prejudice to Section 17.1, and without limiting the indemnities set forth in the Agreementsubject to Section 17.4, Section 17.5, Section 17.6, Section 17.7 and Section 19.9, Producer further agrees to defendshall: (a) indemnify, indemnify defend and hold harmless Company, Company’s parents, affiliates, related Generator and subsidiary entities, the sponsors of the Series, the Gates Foundationits Affiliates, and the their respective partners, members, shareholders, board membersmanagers, officers, agentsdirectors, employees, directorscontractors, licensees subcontractors, agents and assigns of each of representatives (the foregoing “Generator Indemnified Parties”), from and against any and all claims, liabilities, loss, damages and expenses (including, without limitation, reasonable outside attorney’s fees) Claims to the extent caused by or resulting or arising out of from or related to: a. The development, production and exploitation of the TPW Content, in connection with any services rendered hereunder and/or the acts negligent or omissions fraudulent act or omission or willful misconduct of Producer, its agentsOperator, or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or contractorsinvitees (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement), including without limitationexcept that Producer’s indemnity obligations hereunder shall exclude any Claims to the extent resulting from an act or omission of Generator or its Affiliate, contractor, employee or agent; (b) indemnify, defend and hold harmless the TPW Producer, crew members, personnel and/or on-camera participants (the “Producer Parties”) in connection therewith, including without limitation, with respect Generator Indemnified Parties from and against any and all Claims relating to any physical injury, death, disability, property theft regulatory penalties or property damage sustained fines and reasonable expenses caused by any Producer Parties during or resulting or arising from or in connection with the production violation of any applicable Law or Governmental Approval by Producer or its Operator, or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement), in connection with this Agreement, except for any Claims to the extent resulting from an act or omission of Generator or its Affiliate, contractor, employee or agent; (c) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims arising out of the TPW Content and/or use, operation, maintenance, repair or removal of the Facility, except to the extent arising from the negligent or fraudulent act or omission or willful misconduct of Generator or its Affiliate, contractor, employee or agent; (d) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims for any injury or death to any of Producer’s employees, unless caused by the negligent or fraudulent act or omission or willful misconduct of Generator or its Affiliate, contractor, employee or agent; and (e) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims resulting from or arising out of an Event of Default on the part of Producer or any other element of the Series and/or other services rendered hereunder, including, without limitation, any development, pre-production, production and post-production activities and/or any travel associated therewith; b. The negligence, recklessness and/or other tortious acts committed by any Producer Parties; c. The violation of or failure to comply with any applicable Laws pertaining to production of the TPW Content and/or any other element of the Series (including, without limitation, development, pre-production, production and post-production activities) by any Producer Parties; and/or d. Any breach or any third party claim alleging facts, which, if true, would constitute a breach of any representation, warranty, covenant or obligation of Producer contained in or made pursuant to the Agreement (as amended hereby) or otherwise made to Company. Producer’s review representations, warranties, covenants or approval of the TPW Content, the Series agreements in this Agreement or any elements thereofother Project Document which (if curable) is not cured in accordance with this Agreement or that other Project Document, in either case whether caused by Producer or any documents Operator or agreements related to an employee, agent or concerning the TPW Content and/or the Series shall neither operate to waive or limit contractor of either of them (other than Generator in any way Producer’s indemnity obligations its role as Coal Consultant under the Agreement (as amended hereby) nor trigger Company’s indemnity obligations under the Coal Handling and Consulting Agreement. Unless the parties otherwise agree in writing, or as required by law, Producer’s indemnity obligations shall not be waived or limited in any way).

Producer’s Indemnification. In addition Without prejudice to Section 12.1, and without limiting the indemnities set forth in the Agreementsubject to Section 12.4, Section 12.5, Section 12.6, Section 12.7 and Section 14.8, Producer further agrees to defendshall: (a) indemnify, indemnify defend and hold harmless Company, Company’s parents, affiliates, related Generator and subsidiary entities, the sponsors of the Series, the Gates Foundationits Affiliates, and the their respective partners, members, shareholders, board membersmanagers, officers, agentsdirectors, employees, directorscontractors, licensees subcontractors, agents and assigns of each of representatives (the foregoing “Generator Indemnified Parties”), from and against any and all claims, liabilities, loss, damages and expenses (including, without limitation, reasonable outside attorney’s fees) Claims to the extent caused by or resulting or arising out of from or related to: a. The development, production and exploitation of the TPW Content, in connection with any services rendered hereunder and/or the acts negligent or omissions fraudulent act or omission or willful misconduct of Producer, its agentsOperator, or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or contractorsinvitees (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement), including without limitationexcept that Producer’s indemnity obligations hereunder shall exclude any Claims to the extent resulting from an act or omission of Generator or its Affiliate, contractor, employee, or agent; (b) indemnify, defend and hold harmless the TPW Producer, crew members, personnel and/or on-camera participants (the “Producer Parties”) in connection therewith, including without limitation, with respect Generator Indemnified Parties from and against any and all Claims relating to any physical injury, death, disability, property theft regulatory penalties or property damage sustained fines and reasonable expenses caused by any Producer Parties during or resulting or arising from or in connection with the production violation of any applicable Law or Governmental Approval by Producer or its Operator, or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement), in connection with this Agreement, except for any Claims to the extent resulting from an act or omission of Generator or its Affiliate, contractor, employee or agent; (c) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims arising out of the TPW Content and/or use, operation, maintenance, repair or removal of the Facility, except to the extent arising from the negligent or fraudulent act or omission or willful misconduct of Generator or its Affiliate, contractor, employee or agent; (d) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims for any injury or death to any of Producer’s employees, unless caused by the negligent or fraudulent act or omission or willful misconduct of Generator or its Affiliate, contractor, employee or agent; and (e) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims resulting from or arising out of an Event of Default on the part of Producer or any other element of the Series and/or other services rendered hereunder, including, without limitation, any development, pre-production, production and post-production activities and/or any travel associated therewith; b. The negligence, recklessness and/or other tortious acts committed by any Producer Parties; c. The violation of or failure to comply with any applicable Laws pertaining to production of the TPW Content and/or any other element of the Series (including, without limitation, development, pre-production, production and post-production activities) by any Producer Parties; and/or d. Any breach or any third party claim alleging facts, which, if true, would constitute a breach of any representation, warranty, covenant or obligation of Producer contained in or made pursuant to the Agreement (as amended hereby) or otherwise made to Company. Producer’s review representations, warranties, covenants or approval of the TPW Content, the Series agreements in this Agreement or any elements thereofother Project Document which (if curable) is not cured in accordance with this Agreement or that other Project Document, in either case whether caused by Producer or any documents Operator or agreements related to an employee, agent or concerning the TPW Content and/or the Series shall neither operate to waive or limit contractor of either of them (other than Generator in any way Producer’s indemnity obligations its role as Coal Consultant under the Agreement (as amended hereby) nor trigger Company’s indemnity obligations under the Coal Handling and Consulting Agreement. Unless the parties otherwise agree in writing, or as required by law, Producer’s indemnity obligations shall not be waived or limited in any way).

Producer’s Indemnification. In addition Without prejudice to Section 14.1, and without limiting the indemnities set forth in the Agreementsubject to Section 14.4, Section 14.5, Section 14.6, Section 14.7 and Section 16.8, Producer further agrees to defendshall: (a) indemnify, indemnify defend and hold harmless Company, Company’s parents, affiliates, related Generator and subsidiary entities, the sponsors of the Series, the Gates Foundationits Affiliates, and the their respective partners, members, shareholders, board membersmanagers, officers, agentsdirectors, employees, directorscontractors, licensees subcontractors, agents and assigns of each of representatives (the foregoing “Generator Indemnified Parties”), from and against any and all claims, liabilities, loss, damages and expenses (including, without limitation, reasonable outside attorney’s fees) Claims to the extent caused by or resulting or arising out of from or related to: a. The development, production and exploitation of the TPW Content, in connection with any services rendered hereunder and/or the acts negligent or omissions fraudulent act or omission or willful misconduct of Producer, its agentsOperator, or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or contractorsinvitees (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement), including without limitationexcept that Producer’s indemnity obligations hereunder shall exclude any Claims to the extent resulting from an act or omission of Generator or its Affiliate, contractor, employee or agent; (b) indemnify, defend and hold harmless the TPW Producer, crew members, personnel and/or on-camera participants (the “Producer Parties”) in connection therewith, including without limitation, with respect Generator Indemnified Parties from and against any and all Claims relating to any physical injury, death, disability, property theft regulatory penalties or property damage sustained fines and reasonable expenses caused by any Producer Parties during or resulting or arising from or in connection with the production violation of any applicable Law or Governmental Approval by Producer or its Operator, or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement), in connection with this Agreement, except for any Claims to the extent resulting from an act or omission of Generator or its Affiliate, contractor, employee or agent; (c) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims arising out of the TPW Content and/or use, operation, maintenance, repair or removal of the Facility, except to the extent arising from the negligent or fraudulent act or omission or willful misconduct of Generator or its Affiliate, contractor, employee or agent; (d) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims for any injury or death to any of Producer’s employees, unless caused by the negligent or fraudulent act or omission or willful misconduct of Generator or its Affiliate, contractor, employee or agent; (e) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims resulting from or arising out of an Event of Default on the part of Producer or any other element of the Series and/or other services rendered hereunder, including, without limitation, any development, pre-production, production and post-production activities and/or any travel associated therewith; b. The negligence, recklessness and/or other tortious acts committed by any Producer Parties; c. The violation of or failure to comply with any applicable Laws pertaining to production of the TPW Content and/or any other element of the Series (including, without limitation, development, pre-production, production and post-production activities) by any Producer Parties; and/or d. Any breach or any third party claim alleging facts, which, if true, would constitute a breach of any representationof Producer’s representations, warrantywarranties, covenant covenants or obligation agreements in this Agreement or any other Project Document which (if curable) is not cured in accordance with this Agreement or that other Project Document, in either case whether caused by Producer or Operator or an employee, agent or contractor of either of them (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement); and (f) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims resulting or arising from any purchases or sales by or for Producer contained in of any Third Party Coal or made pursuant Refined Coal from or to any Person other than Generator, except for any Claims to the Agreement (as amended hereby) extent resulting from any act or otherwise made to Company. Producer’s review omission of Generator or approval of the TPW Contentits Affiliate, the Series contractor, employee or any elements thereof, or any documents or agreements related to or concerning the TPW Content and/or the Series shall neither operate to waive or limit in any way Producer’s indemnity obligations under the Agreement (as amended hereby) nor trigger Company’s indemnity obligations under the Agreement. Unless the parties otherwise agree in writing, or as required by law, Producer’s indemnity obligations shall not be waived or limited in any wayagent.

Producer’s Indemnification. In addition ‌ Without prejudice to Section 3.1, and without limiting the indemnities set forth in the Agreementsubject to Sections 3.4, Section 3.5, Section 3.6, and Section 6.7, Producer further agrees to defendshall indemnify, indemnify defend and hold harmless Company, Company’s parents, affiliates, related Generator and subsidiary entities, the sponsors of the Series, the Gates Foundationits Affiliates, and the their respective partners, members, shareholders (and direct and indirect parents of such shareholders), board membersmanagers, officers, agentsdirectors, employees, directorscontractors, licensees subcontractors, agents and assigns of each of representatives (the foregoing “Generator Indemnified Parties”), from and against any and all claimsClaims made against any Generator Indemnified Party by other Persons, liabilities, loss, damages and expenses (including, without limitation, reasonable outside attorney’s fees) arising out of or related to: a. The development, production and exploitation of the TPW Content, any services rendered hereunder and/or the acts suffered or omissions of Producer, its agents, employees, representatives or contractors, including without limitation, the TPW Producer, crew members, personnel and/or on-camera participants (the “Producer Parties”) in connection therewith, including without limitation, with respect to any physical injury, death, disability, property theft or property damage sustained incurred by any Producer Parties during Generator Indemnified Party, to the extent caused by or resulting or arising from or in connection with the production any one or more of the TPW Content and/or following, but in each case only to the extent that such event or condition is not caused by an act or omission of any other element of Generator Indemnified Party: (a) the Series and/or other services rendered hereunder, including, without limitation, any development, pre-production, production and post-production activities and/or any travel associated therewith; b. The negligence, recklessness and/or other tortious acts committed by any Producer Parties; c. The violation of or failure to comply non-compliance with any applicable Laws pertaining to production Environmental Law by Producer or its Operator, or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees (other than Generator in its capacity as Coal Consultant under the Coal Handling and Consulting Agreement) in connection with the ownership, use or operation of the TPW Content and/or Facility, any other element assets or properties of Producer or such other Persons located on the Series (includingSite, without limitation, development, pre-production, production and post-production activities) by any Producer Parties; and/or d. Any breach or any third party claim alleging factsother operations or activities engaged in by Producer or such other Persons at or on the Site; (b) the presence, whichuse, if truegeneration, would constitute storage, transportation, discharge, migration, release, threat of release, disposal or other disposition of any Hazardous Material (exclusive of any Hazardous Material present in the Feedstock purchased under the Pre-Closing Coal Inventory Purchase Agreement or the Coal Feedstock Purchase Agreement, and to the extent properly applied to the Feedstock as set forth in the Project Documents, (c) a breach of any representationof Producer’s representations, warrantywarranties or covenants in this Agreement. For the avoidance of doubt, covenant or obligation of Producer nothing contained in this Agreement is intended to limit or made pursuant to modify the Agreement (as amended hereby) or otherwise made to Company. Producer’s review or approval warranty disclaimer contained in Section 9.5 of the TPW Content, the Series Refined Coal Supply Agreement or any elements thereof, or any documents or agreements related to or concerning the TPW Content and/or the Series shall neither operate to waive or limit in any way Producer’s indemnity obligations under the Agreement (as amended hereby) nor trigger Company’s indemnity obligations under the Agreement. Unless the parties otherwise agree in writing, or as required by law, Producer’s indemnity obligations shall not be waived or limited in any wayother Project Document.

Producer’s Indemnification. In addition Without prejudice to Section 3.1, and without limiting the indemnities set forth in the Agreementsubject to Sections 3.4, Section 3.5, Section 3.6, and Section 6.7, Producer further agrees to defendshall indemnify, indemnify defend and hold harmless Company, Company’s parents, affiliates, related Generator and subsidiary entities, the sponsors of the Series, the Gates Foundationits Affiliates, and the their respective partners, members, shareholders (and direct and indirect parents of such shareholders), board membersmanagers, officers, agentsdirectors, employees, directorscontractors, licensees subcontractors, agents and assigns of each of representatives (the foregoing “Generator Indemnified Parties”), from and against any and all claimsClaims made against any Generator Indemnified Party by other Persons, liabilities, loss, damages and expenses (including, without limitation, reasonable outside attorney’s fees) arising out of or related to: a. The development, production and exploitation of the TPW Content, any services rendered hereunder and/or the acts suffered or omissions of Producer, its agents, employees, representatives or contractors, including without limitation, the TPW Producer, crew members, personnel and/or on-camera participants (the “Producer Parties”) in connection therewith, including without limitation, with respect to any physical injury, death, disability, property theft or property damage sustained incurred by any Producer Parties during Generator Indemnified Party, to the extent caused by or resulting or arising from or in connection with the production any one or more of the TPW Content and/or following, but in each case only to the extent that such event or condition is not caused by an act or omission of any other element of Generator Indemnified Party: (a) the Series and/or other services rendered hereunder, including, without limitation, any development, pre-production, production and post-production activities and/or any travel associated therewith; b. The negligence, recklessness and/or other tortious acts committed by any Producer Parties; c. The violation of or failure to comply non-compliance with any applicable Laws pertaining to production Environmental Law by Producer or its Operator, or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees (other than Coal Consultant in its role as Coal Consultant under the Coal Handling and Consulting Agreement) in connection with the ownership, use or operation of the TPW Content and/or Facility, any other element assets or properties of Producer or such other Persons located on the Series (includingSite, without limitation, development, pre-production, production and post-production activities) by any Producer Parties; and/or d. Any breach or any third party claim alleging factsother operations or activities engaged in by Producer or such other Persons at or on the Site; (b) the presence, whichuse, if truegeneration, would constitute storage, transportation, discharge, migration, release, threat of release, disposal or other disposition of any Hazardous Material (exclusive of any Hazardous Material present in the Feedstock purchased under the Pre-Closing Coal Inventory Purchase Agreement or the Coal Feedstock Purchase Agreement, and to the extent properly applied to the Feedstock as set forth in the Project Documents, (c) a breach of any representationof Producer’s representations, warrantywarranties or covenants in this Agreement. For the avoidance of doubt, covenant or obligation of Producer nothing contained in this Agreement is intended to limit or made pursuant to modify the Agreement (as amended hereby) or otherwise made to Company. Producer’s review or approval warranty disclaimer contained in Section 9.5 of the TPW Content, the Series Refined Coal Supply Agreement or any elements thereof, or any documents or agreements related to or concerning the TPW Content and/or the Series shall neither operate to waive or limit in any way Producer’s indemnity obligations under the Agreement (as amended hereby) nor trigger Company’s indemnity obligations under the Agreement. Unless the parties otherwise agree in writing, or as required by law, Producer’s indemnity obligations shall not be waived or limited in any wayother Project Document.

Producer’s Indemnification. In addition ‌ Without prejudice to Section 12.1, and without limiting the indemnities set forth in the Agreementsubject to Section 12.4, Section 12.5, Section 12.6, Section 12.7 and Section 14.8, Producer further agrees to defendshall: (a) indemnify, indemnify defend and hold harmless Company, Company’s parents, affiliates, related Generator and subsidiary entities, the sponsors of the Series, the Gates Foundationits Affiliates, and the their respective partners, members, shareholders, board membersmanagers, officers, agentsdirectors, employees, directorscontractors, licensees subcontractors, agents and assigns of each of representatives (the foregoing “Generator Indemnified Parties”), from and against any and all claims, liabilities, loss, damages and expenses (including, without limitation, reasonable outside attorney’s fees) Claims to the extent caused by or resulting or arising out of from or related to: a. The development, production and exploitation of the TPW Content, in connection with any services rendered hereunder and/or the acts negligent or omissions fraudulent act or omission or willful misconduct of Producer, its agentsOperator, or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or contractorsinvitees (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement), including without limitationexcept that Producer’s indemnity obligations hereunder shall exclude any Claims to the extent resulting from an act or omission of Generator or its Affiliate, contractor, employee, or agent; (b) indemnify, defend and hold harmless the TPW Producer, crew members, personnel and/or on-camera participants (the “Producer Parties”) in connection therewith, including without limitation, with respect Generator Indemnified Parties from and against any and all Claims relating to any physical injury, death, disability, property theft regulatory penalties or property damage sustained fines and reasonable expenses caused by any Producer Parties during or resulting or arising from or in connection with the production violation of any applicable Law or Governmental Approval by Producer or its Operator, or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement), in connection with this Agreement, except for any Claims to the extent resulting from an act or omission of Generator or its Affiliate, contractor, employee or agent; (c) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims arising out of the TPW Content and/or use, operation, maintenance, repair or removal of the Facility, except to the extent arising from the negligent or fraudulent act or omission or willful misconduct of Generator or its Affiliate, contractor, employee or agent; (d) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims for any injury or death to any of Producer’s employees, unless caused by the negligent or fraudulent act or omission or willful misconduct of Generator or its Affiliate, contractor, employee or agent; and (e) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims resulting from or arising out of an Event of Default on the part of Producer or any other element of the Series and/or other services rendered hereunder, including, without limitation, any development, pre-production, production and post-production activities and/or any travel associated therewith; b. The negligence, recklessness and/or other tortious acts committed by any Producer Parties; c. The violation of or failure to comply with any applicable Laws pertaining to production of the TPW Content and/or any other element of the Series (including, without limitation, development, pre-production, production and post-production activities) by any Producer Parties; and/or d. Any breach or any third party claim alleging facts, which, if true, would constitute a breach of any representation, warranty, covenant or obligation of Producer contained in or made pursuant to the Agreement (as amended hereby) or otherwise made to Company. Producer’s review representations, warranties, covenants or approval of the TPW Content, the Series agreements in this Agreement or any elements thereofother Project Document which (if curable) is not cured in accordance with this Agreement or that other Project Document, in either case whether caused by Producer or any documents Operator or agreements related to an employee, agent or concerning the TPW Content and/or the Series shall neither operate to waive or limit contractor of either of them (other than Generator in any way Producer’s indemnity obligations its role as Coal Consultant under the Agreement (as amended hereby) nor trigger Company’s indemnity obligations under the Coal Handling and Consulting Agreement. Unless the parties otherwise agree in writing, or as required by law, Producer’s indemnity obligations shall not be waived or limited in any way).

Producer’s Indemnification. In addition ‌ Without prejudice to Section 14.1, and without limiting the indemnities set forth in the Agreementsubject to Section 14.4, Section 14.5, Section 14.6, Section 14.7 and Section 16.8, Producer further agrees to defendshall: (a) indemnify, indemnify defend and hold harmless Company, Company’s parents, affiliates, related Generator and subsidiary entities, the sponsors of the Series, the Gates Foundationits Affiliates, and the their respective partners, members, shareholders, board membersmanagers, officers, agentsdirectors, employees, directorscontractors, licensees subcontractors, agents and assigns of each of representatives (the foregoing “Generator Indemnified Parties”), from and against any and all claims, liabilities, loss, damages and expenses (including, without limitation, reasonable outside attorney’s fees) Claims to the extent caused by or resulting or arising out of from or related to: a. The development, production and exploitation of the TPW Content, in connection with any services rendered hereunder and/or the acts negligent or omissions fraudulent act or omission or willful misconduct of Producer, its agentsOperator, or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or contractorsinvitees (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement), including without limitationexcept that Producer’s indemnity obligations hereunder shall exclude any Claims to the extent resulting from an act or omission of Generator or its Affiliate, contractor, employee or agent; (b) indemnify, defend and hold harmless the TPW Producer, crew members, personnel and/or on-camera participants (the “Producer Parties”) in connection therewith, including without limitation, with respect Generator Indemnified Parties from and against any and all Claims relating to any physical injury, death, disability, property theft regulatory penalties or property damage sustained fines and reasonable expenses caused by any Producer Parties during or resulting or arising from or in connection with the production violation of any applicable Law or Governmental Approval by Producer or its Operator, or any of their respective partners, members, shareholders, managers, officers, directors, employees, contractors, subcontractors, agents, representatives or invitees (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement), in connection with this Agreement, except for any Claims to the extent resulting from an act or omission of Generator or its Affiliate, contractor, employee or agent; (c) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims arising out of the TPW Content and/or use, operation, maintenance, repair or removal of the Facility, except to the extent arising from the negligent or fraudulent act or omission or willful misconduct of Generator or its Affiliate, contractor, employee or agent; (d) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims for any injury or death to any of Producer’s employees, unless caused by the negligent or fraudulent act or omission or willful misconduct of Generator or its Affiliate, contractor, employee or agent; (e) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims resulting from or arising out of an Event of Default on the part of Producer or any other element of the Series and/or other services rendered hereunder, including, without limitation, any development, pre-production, production and post-production activities and/or any travel associated therewith; b. The negligence, recklessness and/or other tortious acts committed by any Producer Parties; c. The violation of or failure to comply with any applicable Laws pertaining to production of the TPW Content and/or any other element of the Series (including, without limitation, development, pre-production, production and post-production activities) by any Producer Parties; and/or d. Any breach or any third party claim alleging facts, which, if true, would constitute a breach of any representationof Producer’s representations, warrantywarranties, covenant covenants or obligation agreements in this Agreement or any other Project Document which (if curable) is not cured in accordance with this Agreement or that other Project Document, in either case whether caused by Producer or Operator or an employee, agent or contractor of either of them (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement); and (f) indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims resulting or arising from any purchases or sales by or for Producer contained in of any Third Party Coal or made pursuant Refined Coal from or to any Person other than Generator, except for any Claims to the Agreement (as amended hereby) extent resulting from any act or otherwise made to Company. Producer’s review omission of Generator or approval of the TPW Contentits Affiliate, the Series contractor, employee or any elements thereof, or any documents or agreements related to or concerning the TPW Content and/or the Series shall neither operate to waive or limit in any way Producer’s indemnity obligations under the Agreement (as amended hereby) nor trigger Company’s indemnity obligations under the Agreement. Unless the parties otherwise agree in writing, or as required by law, Producer’s indemnity obligations shall not be waived or limited in any wayagent.