Indemnity by Seller Clause Samples

Indemnity by Seller. To the extent permitted by Requirements of Law and subject to Section 12.1.5, Seller shall release, indemnify and hold harmless PacifiCorp, its divisions, Affiliates, and each of its and their respective directors, officers, employees, agents, and representatives (collectively, the "PacifiCorp Indemnitees") against and from any and all losses, fines, penalties, claims, demands, damages, liabilities, actions or suits of any nature whatsoever (including legal costs and attorneys' fees, both at trial and on appeal, whether or not suit is brought) (collectively, "Liabilities") actually or allegedly resulting from, or arising out of, or in any way connected with, the performance by Seller of its obligations hereunder, or relating to the Facility or Premises, for or on account of injury, bodily or otherwise, to, or death of, or damage to, or destruction or economic loss of property of, any person or entity, excepting only to the extent such Liabilities as may be caused by the gross negligence or willful misconduct of any person or entity within the PacifiCorp Indemnitees. Seller shall be solely responsible for (and shall defend and hold PacifiCorp harmless against) any damage that may occur as a direct result of Seller's breach of the Generation Interconnection Agreement.

Indemnity by Seller. Seller shall release, indemnify, defend, and hold harmless Buyer, its Affiliates, and its and their directors, officers, employees, agents, and representatives against and from any and all actions, suits, losses, costs, damages, injuries, liabilities, claims, demands, penalties and interest, including reasonable costs and attorneys’ fees (“Claims”) resulting from, or arising out of or in any way connected with (i) any event, circumstance, act, or incident relating to the Product delivered under this Agreement up to and at the Delivery Point, (ii) Seller’s development, permitting, construction, ownership, operation and/or maintenance of the Project, (iii) the failure by Seller or the failure of the Project to comply with applicable Law, including without limitation the CAISO Tariff, (iv) any Governmental Charges for which Seller is responsible hereunder, or (v) any liens, security interests, encumbrances, or other adverse claims against the Product delivered hereunder made by, under, or through Seller, in all cases including, without limitation, any Claim for or on account of injury, bodily or otherwise, to or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such Claim to the extent caused by the willful misconduct or gross negligence of Buyer, its Affiliates, and its and their directors, officers, employees, agents, and representatives.

Indemnity by Seller. Seller shall release, indemnify and hold harmless Buyer or Buyers’ respective directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with (i) the Product delivered under this Agreement to the Delivery Point, or (ii) Seller’s operation and/or maintenance of the Project, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Buyer, its Affiliates, or Buyers’ and Affiliates’ respective agents, employees, directors, or officers.

Indemnity by Seller. Seller shall defend and hold harmless Buyer and its Affiliates (including each Project Company post-Closing), and their respective directors, managers, officers, stockholders, members, employees, agents, representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) against any and all Losses, on an after tax basis, which may be incurred by, imposed upon, or asserted against, any Buyer Indemnified Party (collectively, “Buyer Losses”) by reason or on account of (a) any breach or inaccuracy of the representations by or warranties made by Seller in this Agreement or any Seller Document as of the date hereof or the Closing Date by Seller; (b) any breach, nonperformance or violation of any covenant, agreement or other obligation of Seller set forth in this Agreement or any Seller Document; (c) any settlement, suit, action, claim or proceeding of a Third Party relating to Seller that arises out of or relates to the foregoing or to the negligence of Seller (a “Seller Third Party Claim”); or (d) (e) any Taxes of any kind of Seller and any Taxes of any Project Company for any Tax period (or portion thereof) ending on or prior to the Closing Date and for the Pre-Closing Tax Period, in each case asserted prior to the expiration of the relevant survival period set forth in Section 10.4. No Buyer Indemnified Party may bring a Buyer Claim until the aggregate amount of all Buyer Claims exceeds $125,000 (the “Buyer Basket”), after which the Buyer Indemnified Party shall be entitled to indemnification for all such Buyer Losses beginning at the first dollar. Notwithstanding the foregoing, the Buyer Basket shall not be applicable to any claims made by the Buyer Indemnified Parties with respect to Sections 3.1 (Organization, Qualification and Status), 3.2 (Corporate Instruments and Records), 3.4 (Authorization; V▇▇▇▇ and Binding Obligation), 3.5 (Membership Interests), 3.10 (Tax Matters), 3.22 (Absence of Questionable Payments), 3.24 (All Business Conducted by each Project Company/Sufficiency of Assets), or 3.29 (No Broker), or to any Seller Third Party Claim, and the Buyer Indemnified Parties shall be entitled to indemnification for all such Buyer Losses beginning at the first dollar.

Indemnity by Seller. Subject to the provision of Section 9.1(c), ------------------- Seller and each Principal, jointly and severally, agrees to indemnify and hold harmless Buyer and its successors and assigns and its and their respective officers, directors, controlling Persons, employees, attorneys, agents, Affiliates, partners and stockholders, in each case past, present, or as they may exist at any time after the date of this Agreement (including the Buyer, the "Buyer Indemnitees") against and in respect of any and all: ----------------- (a) claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, damages, settlements, liabilities, losses, costs (including reasonable legal fees and other expenses) arising out of or based upon: (i) any breach of any representation, warranty, covenant or agreement of Seller or each Principal contained in this Agreement or the ▇▇▇▇ of Sale; or (ii) all Retained Liabilities and any other obligation or liability of Seller of any nature, accrued or contingent, not included as part of the Assumed Liabilities, including, but not limited to, any trade and lender payable obligations incurred prior to the Closing Date and not listed on Schedule 1.4. (b) claims, suits, actions and proceedings, including, but not limited to, medical malpractice or professional liability claims (formal and informal) of Persons not a party to this Agreement and related investigations, judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses arising from events occurring prior to the Closing Date relating to the Purchased Assets or the operation or conduct of the Business other than the Assumed Liabilities. (c) It is expressly agreed that Principals shall only be subject to this Article 9 with respect to the claims, suits, actions, proceedings, investigations, judgments, deficiencies, damages, settlements, liabilities, losses and costs arising out of a breach of the representations or warranties set forth in Article 2 and/or a breach of Article 8 of this Agreement.

Indemnity by Seller. Seller shall indemnify Buyer against any loss, damage, cost or expense that Buyer shall incur or suffer as a result of the breach, untruth or inaccuracy of any promise, agreement, covenant, warranty or representation made by Seller herein and for the benefit of Buyer.

Indemnity by Seller. Seller shall release, indemnify and hold harmless PacifiCorp, its directors, officers, agents, and representatives against and from any and all loss, fines, penalties, claims, actions or suits, including costs and attorney’s fees, both at trial and on appeal, resulting from, or arising out of or in any way connected with (a) the energy delivered by Seller under this Agreement to and at the Point of Delivery, (b) any facilities on Seller’s side of the Point of Delivery, (c) Seller’s operation and/or maintenance of the Facility, or (d) arising from this Agreement, including without limitation 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 PacifiCorp, Seller or others, excepting only such loss, claim, action or suit as may be caused solely by the fault or gross negligence of PacifiCorp, its directors, officers, employees, agents or representatives.

Indemnity by Seller. Seller shall release, indemnify and hold harmless Buyer or Buyers’ respective directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with (i) the Product delivered under this Agreement to the Delivery Point, (ii) Seller’s operation and/or maintenance of the Project, or (iii) Seller’s actions or inactions with respect to this Agreement, including, without limitation, any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Buyer, its Affiliates, or Buyers’ and Affiliates’ respective agents, employees, directors, or officers.

Indemnity by Seller. Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer 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 Tolling Services, after the Gas Delivery Point and prior to and at the Electrical Delivery Point; (ii)] the Products prior to and at the Electrical Delivery Point or Gas after the Gas Delivery Point; (iii) Seller’s operation and/or maintenance of the Units, the Facility or the Site; (iv) Third Party Claims arising from Seller’s actions or inactions, (v) Third Party Claims arising from Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Facility; (vi) any environmental matters associated with the Facility or the Site, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; or (vii) resulting from Seller’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 Buyer Group. [Include bracketed language only for tolling agreements.]