SCE’s Indemnification Obligations. In addition to any other indemnification obligations SCE may have elsewhere in this Agreement, which are hereby incorporated in this Section 10.03(a), SCE releases, and shall indemnify, defend and hold harmless Seller, and Seller’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, fine, penalty or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation, arbitration and mediation, and in the case of third-party claims only, indirect and consequential loss or damage of such third- party), arising out of or in connection with: (i) any breach made by SCE of its representations and warranties in Sections 10.01 and 10.02; and (ii) so long as Seller has fully complied with the Generator Operator Obligations and Generator Owner Obligations, any NERC Standards Non- Compliance Penalties which are solely due to SCE’s negligence in performing its role as Seller’s Scheduling Coordinator throughout the Delivery Term. This indemnity applies notwithstanding Seller’s active or passive negligence. However, Seller will not be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand or expense to the extent caused by its gross negligence or willful misconduct.
Appears in 8 contracts
Samples: Renewable Power Purchase Agreement, Renewable Power Purchase Agreement, Renewable Power Purchase and Sale Agreement
SCE’s Indemnification Obligations. In addition to any other indemnification obligations SCE may have elsewhere in this Agreement, which are hereby incorporated in this Section 10.03(a), SCE releases, and shall indemnify, defend and hold harmless Seller, and Seller’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, fine, penalty or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation, arbitration and mediation, and in the case of third-party claims only, indirect and consequential loss or damage of such third- third-party), arising out of or in connection with:
(i) any breach made by SCE of its representations and warranties in Sections 10.01 and 10.02; and
(ii) so long as Seller has fully complied with the Generator Operator Obligations and Generator Owner Obligations, any NERC Standards Non- Non-Compliance Penalties which are solely due to SCE’s negligence in performing its role as Seller’s Scheduling Coordinator throughout the Delivery Term. This indemnity applies notwithstanding Seller’s active or passive negligence. However, Seller will not be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand or expense to the extent caused by its gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Renewable Power Purchase and Sale Agreement, Renewable Power Purchase and Sale Agreement, Renewable Power Purchase and Sale Agreement
SCE’s Indemnification Obligations. In addition to any other indemnification obligations SCE may have elsewhere in this Agreement, which are hereby incorporated in this Section 10.03(a), SCE releases, and shall indemnify, defend and hold harmless Seller, and Seller’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, fine, penalty or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation, arbitration and mediation, and in the case of third-party claims only, indirect and consequential loss or damage of such third- third party), arising out of or in connection with:
(i) any breach made by SCE of its representations and warranties in Sections 10.01 and 10.02; and
(ii) so long as Seller has fully complied with the Generator Operator Obligations and Generator Owner Obligations, any NERC Standards Non- Non-Compliance Penalties which are solely due to SCE’s negligence in performing its role as Seller’s Scheduling Coordinator throughout the Delivery Term. This indemnity applies notwithstanding Seller’s active or passive negligence. However, Seller will not be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand or expense to the extent caused by its gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Renewable Power Purchase and Sale Agreement, Renewable Power Purchase and Sale Agreement
SCE’s Indemnification Obligations. In addition to any other indemnification obligations SCE may have elsewhere in this Agreement, which are hereby incorporated in this Section 10.03(a), SCE releases, and shall indemnify, defend and hold harmless Seller, and Seller’s 's directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, fine, penalty or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ ' fees (including cost of in-house counsel) and other costs of litigation, arbitration and mediation, and in the case of third-party claims only, indirect and consequential loss or damage of such third- third-party), arising out of or in connection with:
(i) any breach made by SCE of its representations and warranties in Sections 10.01 and 10.02; and
(ii) so long as Seller has fully complied with the Generator Operator Obligations and Generator Owner Obligations, any NERC Standards Non- Non-Compliance Penalties which are solely due to SCE’s 's negligence in performing its role as Seller’s 's Scheduling Coordinator throughout the Delivery Term. This indemnity applies notwithstanding Seller’s 's active or passive negligence. However, Seller will not be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand or expense to the extent caused by its gross negligence or willful misconduct.
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