Common use of Indemnification and Defense Clause in Contracts

Indemnification and Defense. 10.1 Each Party (an "Indemnifying Party") agrees that it shall indemnify and hold harmless the other party, their permitted successors and assigns and their respective directors, officers, members, shareholders and employees (each an "Indemnified Party" and collectively, the "Indemnified Parties") from and against any and all losses incurred by the Indemnified Parties, including costs and reasonable attorney fees, to the extent arising from or out of the following: (i) any claim for or arising out of any injury to or death of any person or loss or damage to property of any person to the extent arising out of the Indemnifying Party's acts or omissions; (ii) any infringement of patents or the improper use of other proprietary rights by an Indemnifying Party or its employees or representatives that may occur in connection with the performance of this Agreement ; and (iii), with respect to Owner, Utility agrees to indemnify Owner and any Owner Indemnified Party from and against any and all losses arising from any claim asserting that the transfer of title to Energy by Owner is ineffective. An Indemnifying Party shall not, however, be required to reimburse or indemnify any Indemnified Party for any loss to the extent such loss is due to the negligence or willful misconduct of any Indemnified Party. The liability of Utility is governed, limited and controlled by the “Governmental Immunity Act of Utah” and the code reference is U.C.A. §§ 63G-7-101 et xxx.xx now or hereafter amended. Nothing in this Agreement shall be construed as a limitation or waiver of the immunities, limits, or protections provided under said Act.

Indemnification and Defense. 10.1 Each Party (an "Indemnifying Party") agrees that it shall indemnify and hold harmless the other party, their permitted successors and assigns and their respective directors, officers, members, shareholders and employees (each an "Indemnified Party" and collectively, the "Indemnified Parties") from and against any and all losses incurred by the Indemnified Parties, including costs and reasonable attorney fees, to the extent arising from or out of the following: (i) any claim for or arising out of any injury to or death of any person or loss or damage to property of any person to the extent arising out of the Indemnifying Party's acts or omissions; (ii) any infringement of patents or the improper use of other proprietary rights by an Indemnifying Party or its employees or representatives that may occur in connection with the performance of this Agreement ; and (iii), with respect to Owner, Utility agrees to indemnify Owner and any Owner Indemnified Party from and against any and all losses arising from any claim asserting that the transfer of title to Energy by Owner is ineffective. An Indemnifying Party Xxxxx shall not, however, be required to reimburse or indemnify any Indemnified Party for any loss to the extent such loss is due to the negligence or willful misconduct of any Indemnified Party. The liability of Utility is governed, limited and controlled by the “Governmental Immunity Act of Utah” and the code reference is U.C.A. Act, Colo. Rev. Stat. §§ 63G-724-10- 101 et xxx.xx seq., as now or hereafter amended. Nothing in this Agreement shall be construed as a limitation or waiver of the immunities, limits, or protections provided under said Act.

Indemnification and Defense. 10.1 Each Party (an "“Indemnifying Party"”) agrees that it shall indemnify and hold harmless the other partyparty and Platte River, their permitted successors and assigns and their respective directors, officers, members, shareholders and employees (each an "“Indemnified Party" ” and collectively, the "“Indemnified Parties"”) from and against any and all losses incurred by the Indemnified Parties, including costs and reasonable attorney fees, to the extent arising from or out of the following: (i) any claim for or arising out of any injury to or death of any person or loss or damage to property of any person to the extent arising out of the Indemnifying Party's ’s acts or omissions; (ii) any infringement of patents or the improper use of other proprietary rights by an Indemnifying Party or its employees or representatives that may occur in connection with the performance of this Agreement Agreement; and (iii), with respect to Owner, Utility Utilities agrees to indemnify Owner and any Owner Indemnified Party from and against any and all losses arising from any claim asserting that the transfer of title to Energy by Owner to Platte River is ineffective. An Indemnifying Party shall not, however, be required to reimburse or indemnify any Indemnified Party for any loss to the extent such loss is due to the negligence or willful misconduct of any Indemnified Party. The liability of Utility Utilities is governed, limited and controlled by the “Governmental Immunity Act of Utah” and the code reference is U.C.A. Act, Colo. Rev. Stat. §§ 63G-700-101 00-000 et xxx.xx seq., as now or hereafter amended. Nothing in this Agreement shall be construed as a limitation or waiver of the immunities, limits, or protections provided under said Act.

Indemnification and Defense. 10.1 Each Party (an "Indemnifying Party") agrees that it shall indemnify and hold harmless the other party, their permitted successors and assigns and their respective directors, officers, members, shareholders and employees (each an "Indemnified Party" and collectively, the "Indemnified Parties") from and against any and all losses incurred by the Indemnified Parties, including costs and reasonable attorney fees, to the extent arising from or out of the following: (i) any claim for for, or arising out of of, any injury to or death of any person or loss or damage to property of any person to the extent arising out of the Indemnifying Party's acts or omissions; (ii) any infringement of patents or the improper use of other proprietary rights by an Indemnifying Party or its employees or representatives that may occur in connection with the performance of this Agreement Agreement; and (iii), ) with respect to Owner, Utility agrees to indemnify Owner and any Owner Owner-Indemnified Party from and against any and all losses arising from any claim asserting that the transfer of title to Energy by Owner is ineffective. An Indemnifying Party Xxxxx shall not, however, be required to reimburse or indemnify any Indemnified Party for any loss to the extent such loss is due to the negligence or willful misconduct of any Indemnified Party. The liability of Utility is governed, limited and controlled by the “Governmental Immunity Act of Utah” and the code reference is U.C.A. Act, Colo. Rev. Stat. §§ 63G-724-101 10101 et xxx.xx seq., as now or hereafter amended. Nothing in this Agreement shall be construed as a limitation or waiver of the immunities, limits, or protections provided under said Act.

Indemnification and Defense. 10.1 Each Party (an "Indemnifying Party") agrees that it shall indemnify and hold harmless the other party, their permitted successors and assigns and their respective directors, officers, members, shareholders and employees (each an "Indemnified Party" and collectively, the "Indemnified Parties") from and against any and all losses incurred by the Indemnified Parties, including costs and reasonable attorney fees, to the extent arising from or out of the following: (i) any claim for or arising out of any injury to or death of any person or loss or damage to property of any person to the extent arising out of the Indemnifying Party's acts or omissions; (ii) any infringement of patents or the improper use of other proprietary rights by an Indemnifying Party or its employees or representatives that may occur in connection with the performance of this Agreement ; and (iii), with respect to Owner, Utility agrees to indemnify Owner and any Owner Indemnified Party from and against any and all losses arising from any claim asserting that the transfer of title to Energy by Owner is ineffective. An Indemnifying Party Xxxxx shall not, however, be required to reimburse or indemnify any Indemnified Party for any loss to the extent such loss is due to the negligence or willful misconduct of any Indemnified Party. The liability of Utility is governed, limited and controlled by the “Governmental Immunity Act of Utah” and the code reference is U.C.A. §§ 63G-7-101 et xxx.xx Act, as now or hereafter amended. Nothing in this Agreement shall be construed as a limitation or waiver of the immunities, limits, or protections provided under said Act.

Indemnification and Defense. 10.1 9.1 Each Party (an "Indemnifying Party") agrees that it shall indemnify and hold harmless the other party, their permitted successors and assigns and their respective directors, officers, members, shareholders and employees (each an "Indemnified Party" and collectively, the "Indemnified Parties") from and against any and all losses incurred by the Indemnified Parties, including costs and reasonable attorney fees, to the extent arising from or out of the following: (i) any claim for for, or arising out of of, any injury to or death of any person or loss or damage to property of any person to the extent arising out of the Indemnifying Party's acts or omissions; (ii) any infringement of patents or the improper use of other proprietary rights by an Indemnifying Party or its employees or representatives that may occur in connection with the performance of this Agreement Agreement; and (iii), ) with respect to Owner, Utility agrees to indemnify Owner and any Owner Owner-Indemnified Party from and against any and all losses arising from any claim asserting that the transfer of title to Energy by Owner is ineffective. An Indemnifying Party Xxxxx shall not, however, be required to reimburse or indemnify any Indemnified Party for any loss to the extent such loss is due to the negligence or willful misconduct of any Indemnified Party. The liability of Utility is governed, limited and controlled by the “Governmental Immunity Act of Utah” and the code reference is U.C.A. Act, Colo. Rev. Stat. §§ 63G-7-101 24- 10101 et xxx.xx seq., as now or hereafter amended. Nothing in this Agreement shall be construed as a limitation or waiver of the immunities, limits, or protections provided under said Act.

Indemnification and Defense. 10.1 Each Party (an "“Indemnifying Party"”) agrees that it shall indemnify and hold harmless the other partyparty and Platte River, their permitted successors and assigns and their respective directors, officers, members, shareholders and employees (each an "“Indemnified Party" ” and collectively, the "“Indemnified Parties"”) from and against any and all losses incurred by the Indemnified Parties, including costs and reasonable attorney fees, to the extent arising from or out of the following: (i) any claim for or arising out of any injury to or death of any person or loss or damage to property of any person to the extent arising out of the Indemnifying Party's ’s acts or omissions; (ii) any infringement of patents or the improper use of other proprietary rights by an Indemnifying Party or its employees or representatives that may occur in connection with the performance of this Agreement Agreement; and (iii), with respect to Owner, Utility Utilities agrees to indemnify Owner and any Owner Indemnified Party from and against any and all losses arising from any claim asserting that the transfer of title to Energy by Owner to Platte River is ineffective. An Indemnifying Party shall not, however, be required to reimburse or indemnify any Indemnified Party for any loss to the extent such loss is due to the negligence DocuSign Envelope ID: 5CA629B0-2E54-4CD2-81B4-0FCD98581FCB or willful misconduct of any Indemnified Party. The liability of Utility Utilities is governed, limited and controlled by the “Governmental Immunity Act of Utah” and the code reference is U.C.A. Act, Colo. Rev. Stat. §§ 63G-700-101 00-000 et xxx.xx seq., as now or hereafter amended. Nothing in this Agreement shall be construed as a limitation or waiver of the immunities, limits, or protections provided under said Act.