Common use of Project Co’s Obligation to Indemnify Clause in Contracts

Project Co’s Obligation to Indemnify. Project Co will indemnify and keep the Authority and each Authority Indemnified Person indemnified at all times from and against all Direct Losses that any such Person may sustain in connection with: (a) any loss of or physical damage to property or assets of the Authority or any Authority Indemnified Person, or any claim made by one or more third parties (including for loss of or physical damage to property or assets), or any claim for, or in respect of, the death, personal injury, disease or illness of any Person, including any Authority Indemnified Person, arising by reason of any: (1) negligent act or omission of Project Co; (2) wilful misconduct of Project Co; or (3) non-compliance by Project Co with any of the provisions of this Agreement or any document, instrument or agreement delivered to the Authority as required under this Agreement; (b) breach of any representation or warranty by Project Co under this Agreement; (c) any Project Co Hazardous Substances; (d) breach by Project Co of, or non-compliance by Project Co with, Permits or Laws, or the failure of Project Co to obtain all necessary Permits in accordance with this Agreement; or (e) any infringement or misappropriation of Intellectual Property rights of any Person by Project Co, except to the extent caused, or contributed to, by non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person. For greater certainty, Section 4.4 applies to this Section 9.1. This Section 9.1 may be relied upon by the Authority Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.

Project Co’s Obligation to Indemnify. Project Co will indemnify and keep the Authority and each Authority Indemnified Person indemnified at all times from and against all Direct Losses that any such Person may sustain in connection with: (a) (i) any loss of or physical damage to all or any part of the Sites or the Schools or to any equipment, assets or other property related thereto or to any property or assets of the Authority or any Authority Indemnified Person, or (ii) any claim made by one or more third parties (including for loss of or physical damage to property or assets), or any claim for, or in respect of, the death, personal injury, disease or illness of any Person, including any Authority Indemnified Person, arising in each case arising, directly or indirectly, out of or in consequence of, or involving or relating to, the performance or any breach of this Agreement by reason of any: (1) negligent Project Co or any act or omission of Project Co; (2) wilful misconduct of Project Co; or (3) non-compliance by Co or any Project Co with any of the provisions of this Agreement or any document, instrument or agreement delivered to the Authority as required under this AgreementPerson; (b) breach of any representation or warranty by Project Co under this Agreement; (c) any Project Co Hazardous Substances; (d) the performance by Project Co of this Agreement not in accordance with or any breach by Project Co of, or non-compliance by Project Co with, Permits or Laws, or the failure of Project Co to obtain all necessary Permits in accordance with this Agreement; or (e) any infringement or misappropriation of Intellectual Property rights of any Person by Project Co, except to the extent caused, or contributed to, by non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person. For greater certainty, Section 4.4 applies to this Section 9.1. This Section 9.1 may be relied upon by the Authority Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.

Project Co’s Obligation to Indemnify. Project Co will indemnify and keep the Authority and each Authority Indemnified Person indemnified at all times from and against all Direct Losses that any such Person may sustain in connection with: (a) any loss of or physical damage to property or assets of the Authority or any Authority Indemnified Person, or any claim made by one or more third parties (including for loss of or physical damage to property or assets), or any claim for, or in respect of, the death, personal injury, disease or illness of any Person, including any Authority Indemnified Person, arising by reason of any: (1) negligent act or omission of Project Co; (2) wilful misconduct of Project Co; or (3) non-compliance by Project Co with any of the provisions of this Agreement or the Funding Agreement or any document, instrument or agreement delivered to the Authority as required under this AgreementAgreement or the Funding Agreement (except for documents, instruments or agreements delivered as a condition of Financial Close to which the Authority is not a party); (b) breach of any representation or warranty by Project Co under this Agreement; (c) any Project Co Hazardous Substances;; or (d) breach by Project Co of, or non-compliance by Project Co with, Permits or Laws, or the failure of Project Co to obtain all necessary Permits in accordance with this Agreement or the Funding Agreement; or (e) any infringement or misappropriation of Intellectual Property rights of any Person by Project Co, except to the extent caused, or contributed to, by non-compliance by the Authority with any provision of this Agreement or the Funding Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or the Funding Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person. For greater certainty, Section 4.4 applies to this Section 9.1. This Section 9.1 may be relied upon by the Authority Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.

Project Co’s Obligation to Indemnify. Project Co will indemnify and keep the Authority and each Authority Indemnified Person indemnified at all times from and against all Direct Losses that any such Person may sustain in connection withwith any: (a) any loss of or physical damage to property or assets of the Authority or any Authority Indemnified Person, or any claim made by one or more third parties (including for loss of or physical damage to property or assets), or any claim for, or in respect of, the death, personal injury, disease or illness of any Person, including any Authority Indemnified Person, arising by reason of any: (1) negligent act or omission of Project Co; (2) wilful misconduct of Project Co; or; (3) non-compliance by Project Co with any of the provisions of this Agreement or any document, instrument or agreement delivered to the Authority as required under this Agreement; (b) breach of any representation or warranty by Project Co under this Agreement; (c) any Project Co Hazardous Substances; (d) breach by Project Co of, or non-compliance by Project Co with, Permits or Laws, or the failure of Project Co to obtain all necessary Permits in accordance with this Agreement; or (e) any infringement or misappropriation of Intellectual Property rights of any Person by Project Co, except to the extent caused, or contributed to, by non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person. For greater certainty, Section 4.4 applies to this Section 9.1. This Section 9.1 may be relied upon by the Authority Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.

Project Co’s Obligation to Indemnify. Project Co will indemnify and keep the Authority BC Hydro and each Authority BC Hydro Indemnified Person indemnified at all times from and against all Direct Losses that any such Person may sustain in connection with: (a) any loss of or physical damage to property or assets of the Authority BC Hydro or any Authority BC Hydro Indemnified Person, or any claim made by one or more third parties (parties, including for loss of or physical damage to property or assets), or any claim for, or in respect of, the death, personal injury, disease or illness of any Person, including any Authority BC Hydro Indemnified Person, arising by reason of any: (1) negligent act or omission of Project Co; (2) wilful misconduct of Project Co; or (3) non-compliance by Project Co with any of the provisions of this Agreement or any document, instrument or agreement delivered to the Authority BC Hydro as required under this Agreement; (b) breach of any representation or warranty by Project Co under this Agreement; (c) any Project Co Contamination and Project Co Hazardous SubstancesSubstances to the extent Project Co fails to comply with its obligations under Schedule 8 [Environmental Obligations]; (d) breach by Project Co of, or non-compliance by Project Co with, Permits or Laws (subject to Section 4.17 [Compliance with Laws]), or the failure of Project Co to obtain all necessary Permits for which it is responsible in accordance with this Agreement; or; (e) any infringement infringement, misappropriation or misappropriation violation of any Intellectual Property rights or IP Rights of any Person caused or resulting from: (i) any act or omission by or on behalf of Project CoCo or any Project Co Person; or (ii) the use of any Project Intellectual Property or related IP Rights or Third Party Technology by or on behalf of BC Hydro or its successors, assigns and licensees in accordance with the applicable licenses granted pursuant to this Agreement, except to the extent caused, or contributed to, by non-compliance by the Authority BC Hydro with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority BC Hydro or any Authority BC Hydro Person. For greater certainty, Section 4.4 4.5 [Project Co Persons] applies to this Section 9.19.1 [Project Co’s Obligation to Indemnify]. This Section 9.1 [Project Co’s Obligation to Indemnify] may be relied upon by the Authority BC Hydro Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co. Section 9.1 (a) and 9.1(e) [Project Co’s Obligation to Indemnify] shall not apply to any loss of or physical damage to property or assets of BC Hydro or any BC Hydro Indemnified Person, or any claim made by one or more third parties, including for loss of or physical damage to property or assets, or any claim for, or in respect of, the death, personal injury, disease or illness of any Person, including any BC Hydro Indemnified Person, arising by reason of the use by BC Hydro, its successors, assigns or licensees of the Project Intellectual Property or the related IP Rights on a project or facility other than the Project or the Facility. This Section 9.1 [Project Co’s Obligation to Indemnify] shall not apply to any claim made by one or more third parties against BC Hydro or a BC Hydro Indemnified Person based on the failure of BC Hydro to supply power to the third party by reason of an Outage or other failure of the Facility for any reason.

Project Co’s Obligation to Indemnify. Project Co will indemnify and keep the Authority and each Authority Indemnified Person indemnified at all times from and against all Direct Losses that any such Person may sustain in connection with: (a) any loss of or physical damage to property or assets of the Authority or any Authority Indemnified Person, or any claim made by one or more third parties (including for loss of or physical damage to property or assets), or any claim for, or in respect of, the death, personal injury, disease or illness of any Person, including any Authority Indemnified Person, arising by reason of any: (1i) negligent act or omission of Project Co; (2ii) wilful misconduct of Project Co; or (3iii) non-compliance by Project Co with any of the provisions of this Agreement or any document, instrument or agreement delivered to the Authority as required under this Agreement; (b) breach of any representation or warranty by Project Co under this Agreement; (c) any Project Co Hazardous Substances;; or (d) breach by Project Co of, or non-compliance by Project Co with, Permits or Laws, or the failure of Project Co to obtain all necessary Permits in accordance with this Agreement; or (e) any infringement or misappropriation of Intellectual Property rights of any Person by Project Co, except to the extent caused, or contributed to, by non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, omission or any wilful misconductmisconduct (other than non-compliances, negligent acts or omissions or wilful misconduct causing Malicious Damage that could have been anticipated and prevented, or substantially mitigated, through proper performance by Project Co of any, or all, of its obligations pursuant to this Agreement), of the Authority or any Authority Person. For greater certainty, Section 4.4 [Project Co Persons] applies to this Section 9.19.1 [Project Co’s Obligation to Indemnify]. This Section 9.1 [Project Co’s Obligation to Indemnify] may be relied upon by the Authority Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.

Project Co’s Obligation to Indemnify. Project Co will indemnify and keep the Authority and each Authority Indemnified Person indemnified at all times from and against all Direct Losses that any such Person may sustain in connection with: (a) any loss of or physical damage to property or assets of the Authority or any Authority Indemnified Person, or any claim made by one or more third parties (including for loss of or physical damage to property or assets), or any claim for, or in respect of, the death, personal injury, disease or illness of any Person, including any Authority Indemnified Person, arising by reason of any: (1) negligent act or omission of Project Co; (2) wilful misconduct of Project Co; or (3) non-compliance by Project Co with any of the provisions of this Agreement or any document, instrument or agreement delivered to the Authority as required under this Agreement; (b) breach of any representation or warranty by Project Co under this Agreement; (c) any Project Co Hazardous Substances; (d) breach by Project Co of, or non-compliance by Project Co with, Permits or Laws, or the failure of Project Co to obtain all necessary Permits in accordance with this Agreement; or (e) any infringement or misappropriation of Intellectual Property rights of any Person by Project Co, except to the extent caused, or contributed to, by by: (f) non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or Agreement; or (g) any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person. For greater certainty, Section 4.4 applies to this Section 9.1. This Section 9.1 may be relied upon by the Authority Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.

Project Co’s Obligation to Indemnify. Project Co will indemnify and keep the Authority and each Authority Indemnified Person indemnified at all times from and against all Direct Losses that any such Person may sustain in connection with: (a) any loss of or physical damage to property or assets of the Authority or any Authority Indemnified Person, ,or any claim made by one or more third parties (including for loss of or physical damage to property or assets), or any claim for, or in respect of, the death, personal injury, disease or illness of any Person, including any Authority Indemnified Person, arising by reason of any: (1) negligent act or omission of Project Co; (2) wilful misconduct of Project Co; or (3) non-compliance by Project Co with any of the provisions of this Agreement or any document, instrument or agreement delivered to the Authority as required under this Agreement;, (b) breach of any representation or warranty by Project Co under this Agreement; (c) any Project Co Hazardous Substances;; or (d) breach by Project Co of, or non-compliance by Project Co with, Permits or Laws, or the failure of Project Co to obtain all necessary Permits in accordance with this Agreement; or (e) any infringement or misappropriation of Intellectual Property rights of any Person by Project Co, except to the extent caused, or contributed to, by non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person. For greater certainty, Section 4.4 applies to this Section 9.1. This Section 9.1 may be relied upon by the Authority Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.

Project Co’s Obligation to Indemnify. Project Co will indemnify and keep the Authority and each Authority Indemnified Person indemnified at all times from and against all Direct Losses that any such Person may sustain in connection with: (a) any loss of or physical damage to property or assets of the Authority or any Authority Indemnified Person, or any claim made by one or more third parties (including for loss of or physical damage to property or assets), or any claim for, or in respect of, the death, personal injury, disease or illness of any Person, including any Authority Indemnified Person, arising by reason of any: (1) negligent act or omission of Project Co; (2) wilful misconduct of Project Co; or (3) non-compliance by Project Co with any of the provisions of this Agreement or any document, instrument or agreement delivered to the Authority as required under this Agreement; (b) breach of any representation or warranty by Project Co under this Agreement; (c) any Project Co Hazardous Substances;; or (d) breach by Project Co of, or non-compliance by Project Co with, Permits or Laws, or the failure of Project Co to obtain all necessary Permits in accordance with this Agreement; or (e) any infringement or misappropriation of Intellectual Property rights of any Person by Project Co, except to the extent caused, or contributed to, by non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person. For greater certainty, Section 4.4 applies to this Section 9.1. This Section 9.1 may be relied upon by the Authority Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.

Project Co’s Obligation to Indemnify. Project Co will indemnify and keep the Authority Province and each Authority Province Indemnified Person indemnified at all times from and against all Direct Losses that any such Person may sustain in connection with: (a) any loss of or physical damage to property or assets of the Authority Province or any Authority Province Indemnified Person, or any claim made by one or more third parties (including for loss of or physical damage to property or assets), or any claim for, or in respect of, the death, personal injury, disease or illness of any Person, including any Authority Province Indemnified Person, arising by reason of any: (1i) negligent act or omission of Project Co; (2ii) wilful misconduct of Project Co; or (3iii) non-compliance by Project Co with any of the provisions of this Agreement or any document, instrument or agreement delivered to the Authority Province as required under this Agreement; (b) breach of any representation or warranty by Project Co under this Agreement; (c) any Project Co Hazardous Substances; (d) breach by Project Co of, or non-compliance by Project Co with, Permits or Laws, or the failure of Project Co to obtain all necessary Permits for which it is responsible in accordance with this Agreement; or (e) any infringement or misappropriation of Intellectual Property rights of any Person by Project Co, except to the extent caused, or contributed to, by by: (f) non-compliance by the Authority Province with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or Agreement; or (g) any negligent act or omission, omission or any wilful misconduct of the Province or any Province Person, other than non-compliances, negligent acts or omissions or wilful misconduct: (i) causing Malicious Damage that could have been anticipated and prevented, or substantially mitigated, through proper performance by Project Co of any, or all, of the Authority its obligations pursuant to this Agreement; and (ii) of Project Co or any Authority PersonProject Co Persons that are or could be attributed to the Province solely by virtue of the principle of non-delegable duty. For greater certainty, Section 4.4 [Project Co Persons] applies to this Section 9.19.1 [Project Co’s Obligation to Indemnify]. This Section 9.1 [Project Co’s Obligation to Indemnify] may be relied upon by the Authority Province Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.

Project Co’s Obligation to Indemnify. Project Co will indemnify and keep the Authority Owner and each Authority Owner Indemnified Person indemnified at all times from and against all Direct Losses that any such Person may sustain in connection with: (a) any loss of or physical damage to property or assets of the Authority Owner or any Authority Owner Indemnified Person, or any claim made by one or more third parties (including for loss of or physical damage to property or assets), or any claim for, or in respect of, the death, personal injury, disease or illness of any Person, including any Authority Owner Indemnified Person, arising by reason of any: (1) negligent act or omission of Project Co; (2) wilful misconduct of Project Co; or (3) non-compliance by Project Co with any of the provisions of this Agreement or any document, instrument or agreement delivered to the Authority Owner as required under this Agreement; (b) breach of any representation or warranty by Project Co under this Agreement; (c) any Project Co Hazardous Substances; (d) breach by Project Co of, or non-compliance by Project Co with, Permits or Laws, or the failure of Project Co to obtain all necessary Permits in accordance with this Agreement; or (e) any infringement or misappropriation of Intellectual Property rights of any Person by Project Co, except to the extent caused, or contributed to, by non-compliance by the Authority Owner with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority Owner or any Authority Owner Person. For greater certainty, Section 4.4 applies to this Section 9.1. This Section 9.1 may be relied upon by the Authority Owner Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.

Project Co’s Obligation to Indemnify. Project Co will indemnify and keep the Authority BC Hydro and each Authority BC Hydro Indemnified Person indemnified at all times from and against all Direct Losses that any such Person may sustain in connection with: (a) any loss of or physical damage to property or assets of the Authority BC Hydro or any Authority BC Hydro Indemnified Person, or any claim made by one or more third parties (including for loss of or physical damage to property or assets), or any claim for, or in respect of, the death, personal injury, disease or illness of any Person, including any Authority BC Hydro Indemnified Person, arising by reason of any: (1i) negligent act or omission of Project Co; (2ii) wilful misconduct of Project Co; or (3iii) non-compliance by Project Co with any of the provisions of this Agreement or any document, instrument or agreement delivered to the Authority BC Hydro as required under this Agreement; (b) breach of any representation or warranty by Project Co under this Agreement; (c) any Project Co Hazardous Substances; (d) breach by Project Co of, or non-compliance by Project Co with, Permits or Laws, or the failure of Project Co to obtain all necessary Permits in accordance with this Agreement; or (e) any infringement or misappropriation of Intellectual Property rights of any Person by Project Co, except to the extent caused, or contributed to, by non-compliance by the Authority BC Hydro with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority BC Hydro or any Authority BC Hydro Person. For greater certainty, Section 4.4 4.6 of this Agreement applies to this Section 9.110.1. This This Section 9.1 10.1 may be relied upon by the Authority BC Hydro Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.