INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. Competitive Supplier shall indemnify, defend and hold harmless the Town and its officers, employees, officials, consultants, representatives and independent contractors (the “Indemnified Parties”), from and against any and all costs, liabilities, losses, judgments, damages, and expenses (including reasonable attorney’s fees), arising out of third-party claims, demands, causes of action, suits or other proceedings and incurred by, on behalf of or involving the Indemnified Parties to the extent such claims, demands, causes of action, suits or other proceedings arise from or in connection with (i) any material breach by Competitive Supplier of its obligations, covenants, representations or warranties contained in this Agreement, or (ii) Competitive Supplier’s actions or omissions in connection with its performance of this Agreement to the extent that such actions or omissions were negligent or not Commercially Reasonable. Competitive Supplier further agrees, if requested by the Town in writing to do so, to investigate, handle, respond to, and defend any such claim, demand, cause of action, suit or other proceeding at Competitive Supplier’s expense. The indemnification obligation of Competitive Supplier set forth above is in addition to and not in limitation or in lieu of any other rights and remedies available to the Town. This provision shall survive the expiration or earlier termination of this Agreement.
INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. Competitive Supplier shall indemnify, defend and hold harmless the Town (“Indemnified Party”) and the Indemnified Party’s officers, employees, agents, representatives and independent contractors, from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions of the Local Distributor, the Town or its employees or agents, or (ii) Competitive Supplier’s actions or omissions taken or made in connection with Competitive Supplier’s performance of this ESA that were not Commercially Reasonable. Competitive Supplier further agrees, if requested by the Town, to investigate, handle, respond to, and defend any such claim, demand, or suit at its own expense arising under this Article 13.1.
INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. Competitive Supplier shall, at its own expense, indemnify, defend and hold harmless the Town (“Indemnified Party”) and the Indemnified Party’s officers, employees, agents, representatives and independent contractors, from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions of the Local Distributor, the Town or its employees or agents, or (ii) Competitive Supplier’s actions or omissions taken or made in connection with Competitive Supplier’s performance of this ESA that were not Commercially Reasonable.
INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Manager ("Indemnified Parties") and the Indemnified Parties’ elected officials, officers, employees, agents, representatives, and independent contractors from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions where there is a duty to act) of the NYISO, Distribution Utility, the Municipality, the Program Manager, any of their elected officials, officers, owners, directors, or its employees, representatives, independent contractors, or agents, or (ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA.
INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. To the extent permitted by law, a Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party (“Indemnified Party”) and the Indemnified Party’s officers, employees, agents, representatives and independent contractors, from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by the Indemnifying Party of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions of the Local Distributor, the Indemnified Party or the Indemnified Party’s employees or agents, or (ii) the Indemnifying Party’s actions or omissions taken or made in connection with the Indemnifying Party’s performance of this ESA that were not Commercially Reasonable. The Indemnifying Party further agrees, if requested by the Indemnified Party, to investigate, handle, respond to, and defend any such claim, demand, or suit at its own expense arising under this Article 13.1.
INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. Competitive Supplier shall indemnify, defend and hold harmless the Town (“Town Indemnified Party”) and the Town Indemnified Party’s officers, employees, agents, representatives and independent contractors, from and against any and all costs, claims, liabilities, damages, losses, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising from or in connection with (i) any material breach by Competitive Supplier of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions or omissions (where there is a duty to act) of the Local Distributor, the Town or its employees or agents, or (ii) Competitive Supplier’s actions or omissions (where there is a duty to act) taken or made in connection with Competitive Supplier’s performance of this ESA that were not Commercially Reasonable. Competitive Supplier further agrees, if requested by the Town, to investigate, handle, respond to, and defend any such claim, demand, or suit at its own expense arising under this Article 13.1.
INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Manager ("Indemnified Parties") and the Indemnified Parties’ officials, officers, employees, agents, representatives and independent contractors, from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions where there is a duty to act) of the NYISO, Distribution Utility, the Municipality or its employees or agents, or (ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA.
INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. Competitive Supplier shall indemnify, defend and hold harmless the Town (“Indemnified Party”) and the Indemnified Party’s officers, employees, agents, representatives and independent contractors, from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with a third-party claim arising out of (i) any material breach by Competitive Supplier of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions of the Local Distributor, the Town or its employees or agents, or (ii) Competitive Supplier’s actions or omissions taken or made in connection with Competitive Supplier’s performance of this ESA that were not Commercially Reasonable and not resulting from the actions of the Local Distributor, the Town or its employees or agents. Competitive Supplier further agrees, if requested by the Town to investigate, handle, respond to, and defend any such claim, demand, or suit at its own expense arising under this Article 13.1.
INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality ("Indemnified Party") and the Indemnified Party's officials, officers, employees, agents, representatives and independent contractors, from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorney’s fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions of the ISO, Local Distributor, the Municipality or its employees or agents, or (ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA.
INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Administrator ("Indemnified Parties") and the Indemnified Parties’ elected officials, officials, officers, owners, directors, employees, agents, representatives and independent contractors, from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions where there is a duty to act) of the NYISO, Distribution Utility, the Municipality or its employees or agents, or (ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA.
