Common use of Indemnity by Buyer Clause in Contracts

Indemnity by Buyer. Buyer shall release, defend, indemnify and hold harmless Seller, its directors, officers, agents, attorneys, representatives and Affiliates (“Seller Group”) against and from any and all Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Products after the Electrical Delivery Point [or the Gas before or at the Gas Delivery Point]; (ii) Third Party Claims resulting from Buyer’s actions or inactions; (iii) Third Party Claims arising from Buyer’s breach of this Agreement; or (iv) resulting from Buyer’s violation of any applicable Law, or Transmission Provider, NERC or WECC or Reliability Organization requirements; in each case including any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, or others, excepting only such Indemnifiable Losses, to the extent caused by the fault, willful misconduct or gross negligence of a member of the Seller Group. Notwithstanding any other provision of this agreement, Buyer shall not be responsible under this Agreement for indemnifying Seller for any actions or inactions of PG&E Transmission, for matters relating to the services provided by PG&E Transmission, including interconnection, or for matters relating to the physical equipment or facilities owned, operated, built, used or supplied by PG&E Transmission; provided that, subject to the understanding that nothing in this Agreement shall be construed as conferring on Seller any right or remedies with respect to PG&E Transmission, nothing herein shall impair or limit Seller from exercising at any time any and all rights and remedies as it may have with respect to matters relating to PG&E Transmission. [Include bracketed language only for tolling agreements.]

Indemnity by Buyer. Buyer shall release, defend, indemnify and hold harmless Seller, its directors, officers, agents, attorneys, representatives and Affiliates (“Seller Group”) against and from any and all Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Products after the Electrical Delivery Point [or the Gas before or at the Gas Delivery Point]; (ii) Third Party Claims resulting from Buyer’s actions or inactions; (iii) Third Party Claims arising from Buyer’s breach of this Agreement; or (iv) resulting from Buyer’s violation of any applicable Law, or Transmission Provider, NERC or WECC or Reliability Organization requirements; in each case including any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, or others, excepting only such Indemnifiable Losses, to the extent caused by the fault, willful misconduct or gross negligence of a member of the Seller Group. Notwithstanding any other provision of this agreementAgreement, Buyer shall not be responsible under this Agreement for indemnifying indemnify the Seller Group for any actions or inactions of PG&E Transmission, for matters relating to the services provided by PG&E Transmission, including interconnection, or for matters relating to the physical equipment or facilities owned, operated, built, used or supplied by PG&E Transmission; provided that, subject to the understanding that nothing in this Agreement shall be construed as conferring on Seller or any member of the Seller Group any right or remedies with respect to PG&E Transmission, and nothing herein shall impair or limit Seller from exercising at any time any and all rights and remedies as it may have with respect to matters relating to PG&E Transmission. [Include bracketed language only for tolling agreements.]

Indemnity by Buyer. Buyer shall release, defend, indemnify and hold harmless Seller, its directors, officers, agents, attorneys, representatives and Affiliates (“Seller Group”) against and from any and all Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Products after the Electrical Delivery Point [or the Gas before or at the Gas Delivery Point]; (ii) Third Party Claims resulting from Buyer’s actions or inactions; (iii) Third Party Claims arising from Buyer’s breach of this Agreement; or (iv) resulting from Buyer’s violation of any applicable Law, or Transmission Provider, NERC or WECC or Reliability Organization requirements; in each case including any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, or others, excepting only such Indemnifiable Losses, to the extent caused by the fault, willful misconduct or gross negligence of a member of the Seller Group. Notwithstanding any other provision of this agreement, Buyer shall not be responsible under this Agreement for indemnifying Seller for any actions or inactions of PG&E Transmission, for matters relating to the services provided by PG&E Transmission, including interconnection, or for matters relating to the physical equipment or facilities owned, operated, built, used or supplied by PG&E Transmission; provided that, subject to the understanding that nothing in this Agreement shall be construed as conferring on Seller any right or remedies with respect to PG&E Transmission, nothing herein shall impair or limit Seller from exercising at any time any and all rights and remedies as it may have with respect to matters relating to PG&E Transmission. [Include bracketed language only for tolling agreements.]

Indemnity by Buyer. In the event of (i) any representation or warranty by Buyer shall releasein this Agreement being untrue or incorrect in any respect when made or deemed made, or (ii) the breach by Buyer of any covenant or agreement made by it herein, Buyer agrees to defend, indemnify indemnify, and hold harmless SellerSeller and Originator and their respective parents, its directorssubsidiaries, officersemployees, agentsagents and representatives, attorneys, representatives and Affiliates (“Seller Group”) against and from for the payment of any and all Indemnifiable Lossesliabilities, judgments, costs, or expenses incurred by Seller and/or Originator, as applicable, by reason of such event. After Seller and/or Originator has been served with a complaint in a legal proceeding as to which arise out of Buyer would be liable to Seller or relate to or are in any way connected with (i) Originator under the Products after the Electrical Delivery Point [or the Gas before or at the Gas Delivery Point]; (ii) Third Party Claims resulting from Buyer’s actions or inactions; (iii) Third Party Claims arising from Buyer’s breach provisions of this Agreement; or (iv) resulting from Buyer’s violation , Seller and/or Originator, as applicable, shall give written notice to Buyer in the manner prescribed in Section 18 hereof. Notwithstanding the right to indemnification hereunder, Seller and/or Originator, as applicable, shall have the right to participate in the conduct and defense of any applicable Lawsuch legal proceeding, including without limitation the right to decide whether such proceeding should be compromised, settled, or Transmission Provider, NERC or WECC or Reliability Organization requirements; in each case including continued. No indemnification shall be provided under this Agreement with respect to any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage claim as to or destruction or economic loss of property belonging which notice is not timely delivered to Buyer, Seller, or others, excepting only such Indemnifiable Losses, Buyer to the extent caused by the fault, willful misconduct or gross negligence of a member that Buyer suffers actual damages because of the Seller Group. Notwithstanding any other provision of this agreement, Buyer shall not be responsible under this Agreement for indemnifying Seller for any actions or inactions of PG&E Transmission, for matters relating failure to the services provided by PG&E Transmission, including interconnectionreceive timely notice, or for matters relating to the physical equipment or facilities owned, operated, built, used or supplied by PG&E Transmission; provided that, subject to the understanding that nothing in this Agreement shall be construed as conferring on Seller any right or remedies with respect to PG&E Transmissionthe settlement or compromise of any claim that has been entered into by Seller and/or Originator, nothing herein as applicable, without the written approval of Buyer. Further, any indemnification hereunder shall impair be limited by the amount of any tendered offer of settlement or limit compromise dispositive of all issues and parties which, subject only to Seller's and/or Originator's, as applicable, written approval, Buyer commits in writing to accept and Seller from exercising at any time any and all rights and remedies and/or Originator, as it may have with respect applicable, fails to matters relating to PG&E Transmission. [Include bracketed language only for tolling agreementstimely provide its written approval.]

Indemnity by Buyer. The Buyer shall releasehereby agrees to indemnify, defend, indemnify defend and hold harmless Seller, its directorsthe Sellers and their Affiliates and any of their respective members, officers, agentsdirectors and employees, attorneys, representatives agents and Affiliates Representatives (“"Seller Group”Indemnified Parties") against and from in respect of all Losses; provided that such Losses result or arise from: (a) the untruth, inaccuracy or incompleteness of any and all Indemnifiable Losses, which arise out representation or warranty of the Buyer contained in this Agreement or relate to the Schedules hereto or are in any way connected with (i) document, writing, certificate or data delivered by the Products after the Electrical Delivery Point [or the Gas before or at the Gas Delivery Point]; (ii) Third Party Claims resulting from Buyer’s actions or inactions; (iii) Third Party Claims arising from Buyer’s breach of Buyer under this Agreement; provided that Sellers' Loss therefrom exceeds $1,000,000 in the aggregate; (b) any Third Party Claim against the Seller Indemnified Parties based on or relating to the Buyer's ownership, operation or use of the Acquired Assets after the Initial Closing Date and any Subsequent Closing Date, as the case may be, that is not an Excluded Liability; (ivc) resulting from Buyer’s violation of any applicable LawThird Party Claim arising out of, or Transmission Providerrelated to the contracts, NERC warranties or WECC or Reliability Organization requirements; in each case including any loss, claim, action or suit, for or on account of injury, bodily or otherwise, toguaranties, or death of, persons, any other agreements that have been properly transferred or for damage assigned to or destruction or economic loss of property belonging to Buyer, the Buyer by any Seller, or others, excepting only such Indemnifiable Losses, except to the extent caused the Third Party Claim arises out of events occurring on or prior to the Initial Closing Date or the Subsequent Closing Date on which such Seller transferred its Ownership Share, as the case may be; (d) the Assumed Liabilities; or (e) any breach by the faultBuyer of any covenant, willful misconduct agreement or gross negligence of a member obligation of the Seller Group. Notwithstanding any other provision of this agreement, Buyer shall not be responsible under this Agreement for indemnifying Seller for any actions or inactions of PG&E Transmission, for matters relating to the services provided by PG&E Transmission, including interconnection, or for matters relating to the physical equipment or facilities owned, operated, built, used or supplied by PG&E Transmission; provided that, subject to the understanding that nothing contained in this Agreement shall or any certificate required to be construed as conferring on delivered by the Buyer pursuant to this Agreement, or any intentional misrepresentation or fraudulent breach of representation or warranty inducing the Seller to proceed to a Closing and causing any right or remedies with respect Seller Indemnified Party to PG&E Transmission, nothing herein shall impair or limit Seller from exercising at any time any and all rights and remedies as it may have with respect to matters relating to PG&E Transmissionsuffer Losses. [Include bracketed language only for tolling agreements9.5.]

Indemnity by Buyer. Buyer shall release, defend, indemnify and hold harmless Seller, its directors, officers, agents, attorneys, representatives and Affiliates (“Seller Group”) against and from any and all Indemnifiable Losses, which arise out of or relate to or are in any way connected with (ia) the Products Product after the Electrical Delivery Point [or Point; (b) Charging Energy prior to the Gas before or at the Gas Electrical Delivery Point]; (iic) Third Party Claims resulting from Buyer’s actions or inactionsinactions which arise out of or relate to or are any way connected with the Product after the Electrical Delivery Point; (iiid) Third Party Claims arising from Buyer’s breach of this Agreement; or (ive) resulting from Buyer’s violation of any applicable Law, or Transmission Provider, NERC or WECC or Reliability Organization requirements; in each case including any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, or others, excepting only such Indemnifiable Losses, to the extent solely caused by the fault, willful misconduct or gross negligence of a member of the Seller Group. Notwithstanding any other provision of this agreementAgreement, Buyer shall not be responsible under this Agreement for indemnifying indemnify the Seller Group for any actions or inactions of PG&E Transmission, for matters relating to the services provided by PG&E Transmission, including interconnection, or for matters relating to the physical equipment or facilities owned, operated, built, used or supplied by PG&E Transmission; provided that, subject to the understanding that nothing in this Agreement shall be construed as conferring on Seller or any member of the Seller Group any right or remedies with respect to PG&E Transmission, and nothing herein shall impair or limit Seller from exercising at any time any and all rights and remedies as it may have with respect to matters relating to PG&E Transmission. [Include bracketed language only for tolling agreements.]

Indemnity by Buyer. Buyer shall release, defend, indemnify and hold Seller harmless from and against any and all liability, loss, damage or deficiency (including, without limitation, reasonable attorneys' fees and associated costs) resulting from any misrepresentation, breach of warranty, or nonfulfillment under any agreement on the part of Buyer under this Agreement or under any certificate or other instrument furnished by Buyer hereunder, and from the ownership, management operation, and interests of Buyer in and to the Business and the Assets (excluding, however, any acts of negligence or professional malpractice by Seller, its directors, officers, agents, attorneys, representatives and Affiliates (“Seller Group”) against subsequent to the Closing and from any act or omission of Buyer or its agents, employees, and independent contractors in respect of periods subsequent to the Closing. To be entitled to such indemnification, Seller must give Buyer prompt written notice of the assertion by a third party, to which Seller has knowledge, of any claim with respect to which Seller might bring a claim for indemnification hereunder, and in all Indemnifiable Lossesevents must have provided such notice within the applicable period for defense of such claim by Buyer. Upon Buyer's agreement to indemnify Seller hereunder, which arise Buyer shall have the right, at Buyer's own expense, to defend and litigate any such third party claim; provided, however, that Buyer agrees not to settle any controversy that would have a negative financial impact on Seller without Seller's consent. In no event shall Buyer be liable for the acts or omissions of prior owners, operators, or managers of the Business and the Assets or their agents, independent contractors, or employees, including, without limitation, any liability arising out of or relate in connection with claims which occurred prior to or are in any way connected with (i) Closing, except for the Products after the Electrical Delivery Point [or the Gas before or at the Gas Delivery Point]; (ii) Third Party Claims resulting from Buyer’s actions or inactions; (iii) Third Party Claims arising from Buyer’s breach of this Agreement; or (iv) resulting from Buyer’s violation of any applicable Law, or Transmission Provider, NERC or WECC or Reliability Organization requirements; in each case including any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, or others, excepting only such Indemnifiable Losses, to the extent caused by the fault, willful misconduct or gross negligence of a member of the Seller Group. Notwithstanding any other provision of this agreement, Buyer shall not be responsible under this Agreement for indemnifying Seller for any actions or inactions of PG&E Transmission, for matters relating to the services provided by PG&E Transmission, including interconnection, or for matters relating to the physical equipment or facilities owned, operated, built, used or supplied by PG&E Transmission; provided that, subject to the understanding that nothing in this Agreement shall be construed as conferring on Seller any right or remedies with respect to PG&E Transmission, nothing herein shall impair or limit Seller from exercising at any time any and all rights and remedies as it may have with respect to matters relating to PG&E Transmission. [Include bracketed language only for tolling agreementsAssumed Liabilities.]

Indemnity by Buyer. Buyer shall release, defend, indemnify and hold harmless Seller, its directors, officers, agents, attorneys, representatives and Affiliates (“Seller Group”) against and from any and all Indemnifiable Losses, which arise out of or relate to or are in any way connected with (ia) the Products Product after the Electrical Delivery Point [or Point; (b) Charging Energy prior the Gas before or at the Gas Electrical Delivery Point]; (iic) Third Party Claims resulting from Buyer’s actions or inactions; (iiid) Third Party Claims arising from Buyer’s breach of this Agreement; or (ive) resulting from Buyer’s violation of any applicable Law, or Transmission Provider, NERC or WECC or Reliability Organization requirements; in each case including any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, or others, excepting only such Indemnifiable Losses, to the extent caused by the fault, willful misconduct or gross negligence of a member of the Seller Group. Notwithstanding any other provision of this agreementAgreement, Buyer shall not be responsible under this Agreement for indemnifying indemnify the Seller Group for any actions or inactions of PG&E Transmission, for matters relating to the services provided by PG&E Transmission, including interconnection, or for matters relating to the physical equipment or facilities owned, operated, built, used or supplied by PG&E Transmission; provided that, subject to the understanding that nothing in this Agreement shall be construed as conferring on Seller or any member of the Seller Group any right or remedies with respect to PG&E Transmission, and nothing herein shall impair or limit Seller from exercising at any time any and all rights and remedies as it may have with respect to matters relating to PG&E Transmission. [Include bracketed language only for tolling agreements.]