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 CMO, the Manager and their respective officers, directors, employees, agents and representatives (collectively, the “CMO Indemnitees”) from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the CMO Indemnitees, directly or indirectly arising out of this 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 Agreement; (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 5.1(e) of Exhibit 1; (C) failure to comply with, or breach of, any of the Contractor’s obligations under this Agreement; (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 Agreement; (E) any assessment (including compliance orders and administrative penalties) or allegations of non-compliance under the Regulation or the (Ontario) Resource Recovery and Circular Economy Act, 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 Agreement by CMO; (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 Agreement, the Contractor shall indemnify and hold the CMO Indemnitees harmless from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the 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 Agreement, indemnification by the Contractor pursuant to this Section 7.1(a) of Exhibit 1 shall include claims, demands, actions, suits and other proceeding by Persons against the 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 CMO holds the benefit of any provision in this Agreement, including under this Section 7.1(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 IndemnityIndemnity:‌ (i) The Contractor shall indemnify and hold harmless CMO, the Manager CM and their respective its officers, directors, employees, agents and representatives (collectively, the “CMO CM Indemnitees”) from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the CMO CM Indemnitees, directly or indirectly arising out of this Agreement 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 AgreementMSA; (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 5.1(e) of Exhibit 14.1(f); (C) failure to comply with, or breach of, any of the Contractor’s obligations under this AgreementMSA; (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 Agreement;MSA; or (E) any assessment (including compliance breaches, assessments, fines, penalties, orders and administrative penalties) or allegations of non-compliance under Applicable Law, including the Regulation Regulation, Bylaws or any applicable policy of the (Ontario) Resource Recovery and Circular Economy Act, 2016 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 Agreement MSA by CMO; (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 WorkCM. (ii) Without limiting the generality of any other provision in this AgreementMSA, the Contractor shall indemnify and hold the CMO CM Indemnitees harmless from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the CMO 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 AgreementMSA, indemnification by the Contractor pursuant to this Section 7.1(a7.2(a) of Exhibit 1 shall include claims, demands, actions, suits and other proceeding by Persons against the CMO 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 CMO CM holds the benefit of any provision in this AgreementMSA, including under this Section 7.1(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 Contractor7.2(a).

Responsibility for Damages/Indemnification. ‌ (a) Contractor Indemnity (i) The Contractor shall indemnify and hold harmless CMO, the Manager and their respective officers, directors, employees, agents and representatives (collectively, the “CMO 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 CMO IndemniteesIndemnities, directly or indirectly arising out of this Agreement attributable, wholly or in part, MSA 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 Agreement;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 5.1(e) of Exhibit 1; (Ciii) failure to comply with, or breach of, any of the Contractor’s obligations under this AgreementMSA; (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 AgreementMSA; (Ev) any assessment (including compliance orders and administrative penalties) or allegations of non-compliance under the Regulation or the (Ontario) Ontario Resource Recovery and Circular Economy Act, 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 Agreement MSA by CMO; (Fvi) any failure or delay by CMO to submit any required report or other information to the registry, as defined in the (Ontario) 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 (Gvii) 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 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 WorkOHSA. (iib) Without limiting the generality of any other provision in this AgreementMSA, the Contractor shall indemnify and hold harmless the CMO 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 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. (iiic) Notwithstanding any other provision in this AgreementMSA, indemnification by the Contractor pursuant to this Section 7.1(a) of Exhibit 1 7.3 shall include claims, demands, actions, suits and or other proceeding by Persons against the CMO Indemnitees for consequential, indirect, incidental, special, exemplary, punitive or aggravated damages, loss profits or revenues or diminution in value. (ivd) The Contractor acknowledges that CMO holds the benefit of any provision in this AgreementMSA, including under this Section 7.1(a) of Exhibit 17.3, that is expressly intended to extend to include the Manager, as a third-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).