By AUSA Sample Clauses

By AUSA. AUSA will indemnify, defend, and hold Company and its affiliates (and the respective employees, contractors, advisors, directors, agents, and representatives of each) (together with Company, each a “Company Indemnified Party”) harmless from and against any and all losses, claims, damages, liabilities, and reasonable out-of-pocket expenses to which such Company Indemnified Party may become subject, insofar as such losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof), and reasonable out-of-pocket expenses arise out of or in any way relate to or result from any breach or alleged breach by AUSA any of its representations, warranties, covenants, or obligations in this Agreement, except to the extent caused by the negligence or willful misconduct of Company, the Funding Vehicle, the Project Company, or such other applicable parties.