Common use of Purchaser Indemnity Clause in Contracts

Purchaser Indemnity. Purchaser shall indemnify, hold harmless and, subject to Section 11.2, defend Seller and its Affiliates and their respective stockholders, partners, members, managers, directors, officers, employees, agents, invitees and independent contractors, and their respective successors and assigns (“Seller Persons”), from and against any and all costs, claims, liabilities, penalties, fines, damages, expenses, causes of action, suits, or judgments, including, reasonable attorneys’ fees and all court costs and experts’ fees (collectively, “Losses”), actually incurred or paid by a Seller Person (including in connection with the claims of third parties for injury to persons or damage to property or any proceeding by a Governmental Authority) to the extent caused by or arising from: (a) any breach by Purchaser of the representations and warranties set forth herein or in the performance of the duties and obligations of Purchaser under this Agreement or the Lease Agreement; (b) Purchaser’s use, occupancy, conduct, operation, alteration, maintenance, repair, replacement, or management of Purchaser’s Facility or the Landfill in violation of Applicable Laws; (c) any willful misconduct or negligent or grossly negligent act or omission of Purchaser or its Affiliate, representative or agent; (d) any Hazardous Substance contamination or other environmental condition, including clean-up actions or remediation work resulting therefrom, at the Landfill, whether now known or hereafter discovered and caused by Purchaser or its Affiliate, representative or agent; or (e) any and all claims, directly or indirectly arising out of or related to, Purchaser’s purchase or processing of the LFG delivered to Purchaser after the Delivery Point under this Agreement, and any and all claims arising in connection with damage to property, including without limitation damage to Purchaser’s Facility or the Landfill, or injury of or death to persons resulting from the presence of any component within such RNG, or otherwise arising in connection with such RNG.

Purchaser Indemnity. Purchaser shall agrees to indemnify, defend and hold harmless andGEHC, subject to Section 11.2its Affiliates, defend Seller customers, successors and its Affiliates and assigns, as well as each of their respective stockholders, partners, members, managers, directors, officers, employeesshareholders, agentsemployees and advisors (collectively, invitees and independent contractors, and their respective successors and assigns (“Seller Persons”the "GEHC Indemnitees"), from and against any and all costsclaims, claimsdemands, losses, liabilities, penalties, fines, damages, expenses, causes of actionor damages (including investigative costs, suits, or judgments, including, reasonable attorneys’ fees and all court costs and expertsattorneys’ fees (collectivelyfees) that any GEHC Indemnitee may suffer, “Losses”)pay, actually incurred or paid by incur as a Seller Person (including result of, or in connection with the claims of third parties for injury to persons or damage to property or any proceeding by a Governmental Authority) to the extent caused by or arising fromwith: (a) 13.1.1 any breach by Purchaser Purchaser, its Permitted Affiliates, Permitted Distributors, Permitted Manufacturers, employees or agents of the any of Purchaser’s obligations or representations and warranties set forth herein in this Agreement; 13.1.2 any fraud, gross negligence or intentional misconduct by Purchaser, its Permitted Affiliates, Permitted Distributors, Permitted Manufacturers, employees or agents in connection with this Agreement 13.1.3 any claims (including, without limitation, claims of infringement or alleged infringement by the Combination Product which is not solely related the infringement or alleged infringement by the Product itself, death, personal injury, illness or property damage caused by the Combination Product not related to the performance of the duties and obligations Product) arising out of Purchaser the exploitation of the rights granted under this Agreement or the Lease Agreement; (b) Purchaser’s use, occupancy, conduct, operation, alteration, maintenance, repair, replacement, or management of Purchaser’s Facility or the Landfill in violation of Applicable Laws; (c) any willful misconduct or negligent or grossly negligent act or omission of Purchaser or its Affiliate, representative or agent; (d) any Hazardous Substance contamination or other environmental condition, including clean-up actions or remediation work resulting therefrom, at the Landfill, whether now known or hereafter discovered and caused by Purchaser or its Affiliate, representative or agent; or (e) any and all claims, directly or indirectly otherwise arising out of use, sale or related to, Purchaser’s purchase or processing distribution of the LFG delivered Products or Combination Products by Purchaser, its Permitted Affiliates, Permitted Distributors, Permitted Manufacturers, employees or agents hereunder; or [****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 13.1.4 representations, warranties or statements made by Purchaser, its Permitted Affiliates, Permitted Distributors, Permitted Manufacturers employees or agents in regard to Purchaser after the Delivery Point under this AgreementProducts, and any and all claims arising in connection with damage to property, including without limitation damage to Purchaser’s Facility or the Landfill, or injury of or death to persons resulting from the presence of any component within such RNG, which are not specifically authorized by GEHC herein or otherwise arising in connection with such RNGwriting.

Purchaser Indemnity. Purchaser shall indemnify, hold harmless and, subject to Section 11.2, defend Seller and its Affiliates and their respective stockholders, partners, members, managers, directors, officers, employees, agents, invitees and independent contractors, and their respective successors and assigns (“Seller Persons”), from and against any and all costs, claims, liabilities, penalties, fines, damages, expenses, causes of action, suits, or judgments, including, reasonable attorneys’ fees and all court costs and experts’ fees (collectively, “Losses”), actually incurred or paid by a Seller Person (including in connection with the claims of third parties for injury to persons or damage to property or any proceeding by a Governmental Authority) to the extent caused by or arising from: (a) any breach by Purchaser of the representations and warranties set forth herein or in the performance of the duties and obligations of Purchaser under this Agreement or the Lease Agreement; (b) Purchaser’s use, occupancy, conduct, operation, alteration, maintenance, repair, replacement, or management of Purchaser’s Facility or the Landfill in violation of Applicable Laws; (c) any willful misconduct or negligent or grossly negligent act or omission of Purchaser or its Affiliate, representative or agent; (d) any Hazardous Substance contamination or other environmental condition, including clean-up actions or remediation work resulting therefrom, at the Landfill, whether now known or hereafter discovered and caused by Purchaser or its Affiliate, representative or agent; or (e) any and all claims, directly or indirectly arising out of or related to, Purchaser’s purchase or processing of the LFG delivered to Purchaser after the Delivery Point under this Agreement, and any and all claims arising in connection with damage to property, including without limitation damage to Purchaser’s Facility or the Landfill, or injury of or death to persons resulting from the presence of any component within such RNGpersons, or otherwise arising in connection with electricity generated by such RNGLFG.