By Bluesource Sample Clauses

By Bluesource. Bluesource will indemnify, hold harmless and defend City, its partners, Affiliates and their respective directors, officers, agents and employees (“City Indemnified Parties”), from and against any and all Third-Party suits, proceedings (including actions by governmental agencies), costs, damages (including damages due to invalidated Environmental Attributes), injuries (including injury to or death of persons), liabilities, claims, demands, orders, awards, fines, penalties, costs, expenses, interest, taxes, liens, causes of action, and all other liabilities of every nature whatsoever (together with attorneys’ fees and litigation expenses) that may be suffered or incurred by City Indemnified Parties, directly or indirectly, to the extent arising out of, in connection with, or as incident to: (i) any gross negligence or willful misconduct by Bluesource in connection with this Agreement, or (ii) a willful material breach by Bluesource of this Agreement or any of the representations, warranties, covenants, or other obligations of Bluesource contained in this Agreement (collectively, “City Claims”), except to the extent the City Claims are caused by City’s negligence, willful misconduct, violation of law or regulation, or material breach of this Agreement.
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