Common use of Responsibility for Damages Indemnification Clause in Contracts

Responsibility for Damages Indemnification. ‌ (a) Contractor Indemnity:‌ (i) The Contractor shall indemnify and hold harmless CM and its officers, directors, employees, agents and representatives (collectively, the “CM Indemnitees”) from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the CM Indemnitees, directly or indirectly arising out of this MSA attributable, wholly or in part, to: (A) bodily injury, sickness, disease or death or to damage to or destruction of tangible property occurring in or on the premises or any part thereof and as a result of activities under this MSA; (B) any negligent acts or omissions by, or willful misconduct of, the Contractor, its officers, agents, servants, employees, licensees or subcontractors, including failing to exercise the standard of care, skill judgment and diligence required pursuant to Section 4.1(f); (C) failure to comply with, or breach of, any of the Contractor’s obligations under this MSA; (D) damages caused by the Contractor, its officers, agents, servants, employees, licensees or subcontractors, or arising from the execution of the Work, or by reason of the existence or location or condition of Work or any materials, plan or Equipment used thereof or therein, or which may happen by reason of the failure of the Contractor, its officers, agents, servants, employees, licensees or subcontractors to do or perform any or all of the several acts or things required to be done by them under this MSA; or (E) any breaches, assessments, fines, penalties, orders or allegations of non-compliance under Applicable Law, including the Regulation, Bylaws or any applicable policy of the Authority directly attributable, in whole or in part, to the acts or omissions of the Contractor, its officers, agents, servants, employees, licensees or subcontractors, except to the extent such assessment is attributable to the negligence, willful misconduct or breach of this MSA by CM. (ii) Without limiting the generality of any other provision in this MSA, the Contractor shall indemnify and hold the CM Indemnitees harmless from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the CM Indemnitees attributable to, wholly or in part, any acts or omissions either in negligence or nuisance whether wilful or otherwise by the Contractor, its officers, agents, servants, employees, licensees or subcontractors. (iii) Notwithstanding any other provision in this MSA, indemnification by the Contractor pursuant to this Section 7.2(a) shall include claims, demands, actions, suits and other proceeding by Persons against the CM Indemnitees for consequential, indirect, incidental, special, exemplary, punitive or aggravated damages, loss profits or revenues or diminution in value. (iv) The Contractor acknowledges that CM holds the benefit of any provision in this MSA, including under this Section 7.2(a).

Responsibility for Damages Indemnification. ‌ (a) Contractor Indemnity:‌Indemnity (i) The Contractor shall indemnify and hold harmless CM CMO, the Manager and its their respective officers, directors, employees, agents and representatives (collectively, the “CM CMO Indemnitees”) from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the CM CMO Indemnitees, directly or indirectly arising out of this MSA Agreement attributable, wholly or in part, to: (A) bodily injury, sickness, disease or death or to damage to or destruction of tangible property occurring in or on the premises or any part thereof and as a result of activities under this MSAAgreement; (B) any negligent acts or omissions by, or willful misconduct of, the Contractor, its officers, agents, servants, employees, licensees or subcontractors, including failing to exercise the standard of care, skill judgment and diligence required pursuant to Section 4.1(f)5.1(e) of Exhibit 1; (C) failure to comply with, or breach of, any of the Contractor’s obligations under this MSAAgreement; (D) damages caused by the Contractor, its officers, agents, servants, employees, licensees or subcontractors, or arising from the execution of the Work, or by reason of the existence or location or condition of Work or any materials, plan or Equipment used thereof or therein, or which may happen by reason of the failure of the Contractor, its officers, agents, servants, employees, licensees or subcontractors to do or perform any or all of the several acts or things required to be done by them under this MSA; orAgreement; (E) any breaches, assessments, fines, assessment (including compliance orders and administrative penalties, orders ) or allegations of non-compliance under Applicable Lawthe Regulation or the (Ontario) Resource Recovery and Circular Economy Act, including the Regulation, Bylaws or any applicable policy of the Authority 2016 directly attributable, in whole or in part, to the acts or omissions of the Contractor, its officers, agents, servants, employees, licensees or subcontractors, except to the extent such assessment is attributable to the negligence, willful misconduct or breach of this MSA Agreement by CMCMO; (F) any failure or delay by CMO to submit any required report or other information to the registry, as defined in the (Ontario) Resource Recovery and Circular Economy Act, 2016 resulting from the acts or omissions of the Contractor, its officers, agents, servants, employees, licensees or subcontractors; (G) any failure of the Contractor, its officers, agents, servants, employees, licensees or subcontractors to comply with the (Ontario) Occupational Health and Safety Act (or the regulations thereunder); (H) any finding or declaration that a CMO Indemnitee is an “employer” for the purposes of the (Ontario) Occupational Health and Safety Act in connection with a breach of the (Ontario) Occupational Health and Safety Act (or the regulations thereunder) by the Contractor, its officers, agents, servants, employees, licensees or subcontractors in connection with the Work; or (I) any fines, penalties or orders of any kind that may be levied or made in connection therewith pursuant to the (Ontario) Environmental Protection Act, the Ontario Water Resources Act, the (Ontario) Dangerous Goods Transportation Act or other similar Applicable Law, whether federal or provincial, due to the presence of, or exposure to, or release of (including any spill discharge, escape, emission, leak, deposit, dispersion, or migration into the environment) any hazardous materials, contaminants or pollutants in, into or through the natural environment in relation to the Work. (ii) Without limiting the generality of any other provision in this MSAAgreement, the Contractor shall indemnify and hold the CM CMO Indemnitees harmless from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the CM CMO Indemnitees attributable to, wholly or in part, any acts or omissions either in negligence or nuisance whether wilful or otherwise by the Contractor, its officers, agents, servants, employees, licensees or subcontractors. (iii) Notwithstanding any other provision in this MSAAgreement, indemnification by the Contractor pursuant to this Section 7.2(a7.1(a) of Exhibit 1 shall include claims, demands, actions, suits and other proceeding by Persons against the CM CMO Indemnitees for consequential, indirect, incidental, special, exemplary, punitive or aggravated damages, loss profits or revenues or diminution in value. (iv) The Contractor acknowledges that CM CMO holds the benefit of any provision in this MSAAgreement, including under this Section 7.2(a7.1(a) of Exhibit 1, that is expressly intended to extend to include the Manager, as a third-party beneficiary, as trustee and agent for the Manager. CMO shall be entitled to enforce the rights of the Manager, as a third party beneficiary, under such provisions. (b) CMO Indemnity CMO shall indemnify and hold harmless the Contractor, and its respective elected officials, officers, directors, employees, agents and representatives (the "Contractor Indemnitees") from and against any and all Losses or Claims brought against, suffered, sustained or incurred by the Contractor Indemnitees, directly or indirectly arising out of this Agreement attributable, wholly or in part, to any negligent acts or omissions by, or willful misconduct of, CMO, its officers, agents, servants, employees, licensees or contractors (other than the Contractor).

Responsibility for Damages Indemnification. ‌ (a) Contractor Indemnity:‌ (i) The Without limiting the generality of any other provision of this Agreement, Contractor shall indemnify and hold harmless CM and its officers, directors, employees, agents and representatives (collectively, the “CM Indemnitees”) from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the CM Indemnitees, directly or indirectly arising out of this MSA Agreement to the extent attributable, wholly or in part, to:to:‌ (Ai) bodily injury, sickness, disease or death or to damage to or destruction of tangible property occurring in or on the premises at the PCF or any part thereof and arising as a result of Contractor’s activities under this MSAAgreement, except to the extent such bodily injury, sickness, disease, death or damage is attributable to the negligence, wilful misconduct or breach of this Agreement by CM or third parties retained by CM; (Bii) any negligent acts or omissions by, or willful misconduct of, the Contractor, its officers, agents, servants, employees, licensees or subcontractors, including failing to exercise the standard of care, skill judgment and diligence required pursuant to Section 4.1(f)Subcontractors; (Ciii) failure any assessment (including compliance orders and administrative penalties) or allegations of non-compliance under the Regulation or the Environmental Protection and Enhancement Act (Alberta) to comply withthe extent directly attributable to the gross negligence, wilful misconduct or breach of, any fraud of the Contractor’s obligations under this MSA; (D) damages caused by the Contractor, its officers, agents, servants, employees, licensees or subcontractors, or arising from the execution of the Work, or by reason of the existence or location or condition of Work or Subcontractors; (iv) any materials, plan or Equipment used thereof or therein, or which may happen by reason of the failure of the Contractor, its officers, agents, servants, employees, licensees or subcontractors Subcontractors to do comply with the Occupational Health and Safety Act (Alberta) (or perform the regulations made thereunder); (v) any finding or all declaration that a CM Indemnitee is an “employer” for the purposes of the several acts or things required to be done by them under this MSA; or Occupational Health and Safety Act (EAlberta) any breaches, assessments, fines, penalties, orders or allegations of non-compliance under Applicable Law, including the Regulation, Bylaws or any applicable policy in connection with a breach of the Authority directly attributable, in whole Occupational Health and Safety Act (Alberta) (or in part, to the acts or omissions of the regulations thereunder) by Contractor, its officers, agents, servants, employees, licensees or subcontractorsSubcontractors in connection with the Work; or (vi) any fines, except penalties or orders of any kind that may be levied or made in connection therewith pursuant to the Environmental Protection and Enhancement Act (Alberta) or other similar Applicable Law, whether federal or provincial, due to the presence of, or exposure to, or release of (including any spill discharge, escape, emission, leak, deposit, dispersion, or migration into the Environment) any Hazardous Substances, contaminants or pollutants in, into or through the Environment in relation to the Work, except, in each case, to the extent such assessment is Losses and Claims are attributable to the any act, or omission, negligence, willful wilful misconduct or breach of this MSA Agreement of or by any CM Indemnitees or third parties retained by CM. (iib) Without limiting the generality of any other provision in this MSASubject to Section 11.7, the Contractor CM shall indemnify and hold harmless Contractor, and its officers, directors, employees, agents and representatives (collectively, the CM Indemnitees harmless “Contractor Indemnitees”) from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the CM Indemnitees attributable Contractor Indemnitees, arising out of this Agreement to the extent attributable, to: (i) bodily injury, wholly sickness, disease or death or to damage to or destruction of tangible property occurring in part, or on the premises at the PCF or any part thereof arising as a result of CM’s negligent acts or omissions; (ii) any negligent acts or omissions either in negligence by, or nuisance whether wilful or otherwise by the Contractorwillful misconduct of, CM, its officers, agents, servants, employees, licensees or subcontractors.Subcontractors; and (iii) Notwithstanding any other provision failure of CM, its officers, agents, servants, employees, licensees or Subcontractors to comply with the Occupational Health and Safety Act (Alberta) (or the regulations made thereunder); and except, in each case, to the extent such Losses and Claims are attributable to any act, or omission, negligence, wilful misconduct or breach of this MSA, indemnification Agreement of or by the any Contractor pursuant to this Section 7.2(a) shall include claims, demands, actions, suits and other proceeding Indemnitees or third parties retained by Persons against the CM Indemnitees for consequential, indirect, incidental, special, exemplary, punitive or aggravated damages, loss profits or revenues or diminution in valueContractor. (iv) The Contractor acknowledges that CM holds the benefit of any provision in this MSA, including under this Section 7.2(a).

Responsibility for Damages Indemnification. ‌ (a) Contractor Indemnity:‌ (i) The Contractor shall indemnify and hold harmless CM CMO, the Manager and its their respective officers, directors, employees, agents and representatives (collectively, the “CM IndemniteesIndemnities”) from and against any and all Losses and Claims liabilities, claims, demands, loss, cost, damages, actions, suits or other proceedings brought against, suffered, sustained or incurred by the CM IndemniteesIndemnities, directly or indirectly arising out of this MSA attributable, wholly or in part, attributable to: (Ai) bodily injury, sickness, disease or death or to damage to or destruction of tangible property occurring in or on the premises or any part thereof and as a result of activities under this MSA;; LEGAL_1:73891616.16 (Bii) any negligent acts or omissions by, or willful misconduct of, of the Contractor, its officers, agents, servants, employees, licensees or subcontractors, including failing to exercise the standard of care, skill judgment and diligence required pursuant to Section 4.1(f); (Ciii) failure to comply with, or breach of, any of the Contractor’s obligations under this MSA; (Div) damages caused by the Contractor, its officers, agents, servants, employees, licensees or subcontractors, or arising from the execution of the Work, or by reason of the existence or location or condition of Work or any materials, plan or Equipment machinery used thereof or therein, or which may happen by reason of the failure of the Contractor, its officers, agents, servants, employees, licensees or subcontractors to do or perform any or all of the several acts or things required to be done by them under this MSA; or; (Ev) any breachesassessment (including compliance orders and administrative penalties) under the Regulation or the Ontario Resource Recovery and Circular Economy Act, assessments, fines, penalties, orders or allegations of non-compliance under Applicable Law, including the Regulation, Bylaws or any applicable policy of the Authority 2016 directly attributable, in whole or in part, to the acts or omissions of the Contractor, its officers, agents, servants, employees, licensees or subcontractors, except to the extent such assessment is attributable to the negligence, willful misconduct or breach of this MSA by CMCMO; (vi) any failure by CMO to submit any required report to the registry, as defined in the Ontario Resource Recovery and Circular Economy Act, 2016 resulting from the acts or omissions of the Contractor, its officers, agents, servants, employees, licensees or subcontractors; or (vii) damages or fines arising from any breach or breaches of the OHSA due to the failure of the Contractor, its officers, agents, servants, employees, licensees or subcontractors to comply with OHSA. (iib) Without limiting the generality of any other provision in this MSA, the Contractor shall indemnify and hold harmless the CM Indemnitees harmless from and against any and all Losses and Claims liabilities, claims, demands, loss, cost, damages, actions, suits or other proceedings (including legal fees) brought against, suffered, sustained or incurred by the CM Indemnitees attributable to, wholly or in part, any acts or omissions either in negligence or nuisance whether wilful or otherwise by the Contractor, its officers, agents, servants, employees, licensees or subcontractors. (iiic) Notwithstanding any other provision in this MSA, indemnification by the Contractor pursuant to this Section 7.2(a) 7.3 shall include claims, demands, actions, suits and or other proceeding by Persons against the CM Indemnitees CMO for consequential, indirect, incidental, special, exemplary, punitive or aggravated damages, loss profits or revenues or diminution in value. (ivd) The Contractor acknowledges that CM CMO holds the benefit of any provision in this MSA, including under this Section 7.2(a)7.3, that is expressly intended to extend to include the Manager, as a third party beneficiary, as trustee and agent for the Manager. CMO shall be entitled to enforce the rights of the Manager, as a third party beneficiary, under such provisions.

Responsibility for Damages Indemnification. ‌ (a) Contractor Indemnity:‌Indemnity‌ (i) The Contractor shall indemnify and hold harmless CM CMO, the Manager and its their respective officers, directors, employees, agents and representatives (collectively, the “CM CMO Indemnitees”) from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the CM CMO Indemnitees, directly or indirectly arising out of this MSA attributable, wholly or in part, to: (A) bodily injury, sickness, disease or death or to damage to or destruction of tangible property occurring in or on the premises or any part thereof and as a result of activities under this MSA; (B) any negligent acts or omissions by, or willful misconduct of, the Contractor, its officers, agents, servants, employees, licensees or subcontractors, including failing to exercise the standard of care, skill judgment and diligence required pursuant to Section 4.1(f4.1(e); (C) failure to comply with, or breach of, any of the Contractor’s obligations under this MSA; (D) damages caused by the Contractor, its officers, agents, servants, employees, licensees or subcontractors, or arising from the execution of the Work, or by reason of the existence or location or condition of Work or any materials, plan or Equipment used thereof or therein, or which may happen by reason of the failure of the Contractor, its officers, agents, servants, employees, licensees or subcontractors to do or perform any or all of the several acts or things required to be done by them under this MSA; or; (E) any breaches, assessments, fines, assessment (including compliance orders and administrative penalties, orders ) or allegations of non-compliance under Applicable Lawthe Regulation or the (Ontario) Resource Recovery and Circular Economy Act, including the Regulation, Bylaws or any applicable policy of the Authority 2016 directly attributable, in whole or in part, to the acts or omissions of the Contractor, its officers, agents, servants, employees, licensees or subcontractors, except to the extent such assessment is attributable to the negligence, willful misconduct or breach of this MSA by CMCMO; (F) any failure or delay by CMO to submit any required report or other information to the registry, as defined in the (Ontario) Resource Recovery and Circular Economy Act, 2016 resulting from the acts or omissions of the Contractor, its officers, agents, servants, employees, licensees or subcontractors; (G) any failure of the Contractor, its officers, agents, servants, employees, licensees or subcontractors to comply with the (Ontario) Occupational Health and Safety Act (or the regulations thereunder); (H) any finding or declaration that a CMO Indemnitee is an “employer” for the purposes of the (Ontario) Occupational Health and Safety Act in connection with a breach of the (Ontario) Occupational Health and Safety Act (or the regulations thereunder) by the Contractor, its officers, agents, servants, employees, licensees or subcontractors in connection with the Work; or (I) any fines, penalties or orders of any kind that may be levied or made in connection therewith pursuant to the (Ontario) Environmental Protection Act, the Ontario Water Resources Act, the (Ontario) Dangerous Goods Transportation Act or other similar Applicable Law, whether federal or provincial, due to the presence of, or exposure to, or release of (including any spill discharge, escape, emission, leak, deposit, dispersion, or migration into the environment) any hazardous materials, contaminants or pollutants in, into or through the natural environment in relation to the Work. (ii) Without limiting the generality of any other provision in this MSA, the Contractor shall indemnify and hold the CM CMO Indemnitees harmless from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the CM CMO Indemnitees attributable to, wholly or in part, any acts or omissions either in negligence or nuisance whether wilful or otherwise by the Contractor, its officers, agents, servants, employees, licensees or subcontractors. (iii) Notwithstanding any other provision in this MSA, indemnification by the Contractor pursuant to this Section 7.2(a) shall include claims, demands, actions, suits and other proceeding by Persons against the CM CMO Indemnitees for consequential, indirect, incidental, special, exemplary, punitive or aggravated damages, loss profits or revenues or diminution in value. (iv) The Contractor acknowledges that CM CMO holds the benefit of any provision in this MSA, including under this Section 7.2(a), that is expressly intended to extend to include the Manager, as a third party beneficiary, as trustee and agent for the Manager. CMO shall be entitled to enforce the rights of the Manager, as a third party beneficiary, under such provisions. (b) CMO Indemnity‌ CMO shall indemnify and hold harmless the Contractor, and its respective elected officials, officers, directors, employees, agents and representatives (the "Contractor Indemnitees") from and against any and all Losses or Claims brought against, suffered, sustained or incurred by the Contractor Indemnitees, directly or indirectly arising out of this MSA attributable, wholly or in part, to any negligent acts or omissions by, or willful misconduct of, CMO, its officers, agents, servants, employees, licensees or contractors (other than the Contractor).