Common use of Contractor Indemnity Clause in Contracts

Contractor Indemnity. The Contractor will indemnify and hold harmless each member of the OPG Group, from and against: (a) all Losses suffered or incurred by a member of the OPG Group arising in respect of the Work, to the extent that any such Losses are attributable to bodily injury, sickness, disease or death, or to damage to or destruction of tangible property, including any resulting loss of use thereof; and (b) all claims made against any member of the OPG Group by any person, but only, in the case of Sections 3.2(a) and 3.2(b), to the extent such Losses or claims are attributable to a breach of this Contract by the Contractor or any negligent act, negligent omission, fraud or willful misconduct of the Contractor, Subcontractor or any of the Contractor’s Personnel, (c) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person in respect of any Liens registered by a Subcontractor against any property owned, leased or licenced by OPG or any of its subsidiaries or in which OPG or any of its subsidiaries has an interest, in whole or in part, including the Site; (d) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person, to the extent arising in respect of a breach or threatened breach by the Contractor, any Subcontractor or any of the Contractor’s Personnel of Section 2.15; and (e) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person to the extent arising in respect of any breach or threatened breach by the Contractor, Subcontractor or any of the Contractor’s Personnel of Section 2.13. in each case save to the extent such Losses or claims are caused or contributed to by a breach of this Contract by OPG or any negligent act, negligent omission, fraud or willful misconduct of OPG or any member of the OPG Group. Other than the foregoing, the obligations of the Contractor under this Section 3.2 will not be affected in any way by any certificate, acceptance, approval, payment or any other act, matter or thing done or omitted under this Contract, including any act by OPG or OPG’s Representative.

Contractor Indemnity. The Except with respect to a Nuclear Incident, Contractor will indemnify shall indemnify, defend and hold harmless each member of the OPG GroupOwner, its Affiliates, and their respective partners, shareholders, officers, directors, and lenders from and against: against Third Party Claims and costs and expenses associated therewith (aincluding attorneys' fees) all Losses suffered from any injury of or incurred by a member of the OPG Group arising in respect of the Work, death to the extent that any such Losses are attributable to bodily injury, sickness, disease or deathnatural persons, or to damage to or destruction of tangible propertythird party property (i.e., including property other than the Facility or other property belonging to Owner) to the extent arising from (i) the negligent or willful acts or omissions of Contractor or its Personnel or Invitees acting within the scope of their employment or for which applicable Law would otherwise hold Contractor liable for such acts or omissions, (ii) any resulting loss Liens arising from nonpayment to any Subcontractor in connection with the Work, provided that Contractor has been paid in accordance with this Agreement, or (iii) the release on or from the Site of use thereof; and (b) all claims made against any member of the OPG Group by any personHazardous Materials, but only, in the case of Sections 3.2(a) and 3.2(b), only to the extent such Losses release is due to Contractor's or claims are attributable to a breach of this Contract by the Contractor Subcontractor's or any negligent act, negligent omission, fraud their Personnel's or Invitees' negligence or willful misconduct while acting within the scope of their employment or for which applicable Law would otherwise hold Contractor liable for such acts or omissions. Contractor's obligations in this Section 15.1 are limited to the proceeds of the Contractorinsurances required to be provided hereunder, Subcontractor or any provided that if the insurance program is a Contractor controlled insurance program, the limit shall be the amount of the proceeds from such insurance (or the proceeds which would have been received, if Contractor had not failed to obtain such insurance). Contractor’s Personnel, (c) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person 's obligations in respect this Section 15.1 are further conditioned upon Owner giving Contractor prompt notice of any Liens registered by a Subcontractor against known claims for which it seeks indemnity hereunder (along with documentation which reasonably evidences Contractor's responsibility thereof) and Owner providing such assistance and cooperation in the defense of indemnified claims as Contractor shall reasonably request as set forth in more detail in Section 15.5. In the event that Owner or Owner Interests incur any property ownedcost, leased loss, damage or licenced by OPG expense arising out of or resulting from any of its subsidiaries Third Party Claim for which Execution Version Confidential Trade Secret Information—Subject to Restricted Procedures Contractor is required to indemnify Owner or in which OPG or any of its subsidiaries has an interest, in whole or in part, including the Site; (d) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person, Owner Interests pursuant to the extent arising in respect of a breach or threatened breach by the Contractor, any Subcontractor or any of the Contractor’s Personnel of Section 2.15; and (e) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person to the extent arising in respect of any breach or threatened breach by the Contractor, Subcontractor or any of the Contractor’s Personnel of Section 2.13. in each case save to the extent such Losses or claims are caused or contributed to by a breach of this Contract by OPG or any negligent act, negligent omission, fraud or willful misconduct of OPG or any member of the OPG Group. Other than the foregoing, the obligations of the Contractor under this Section 3.2 will not be affected in any way by any certificate15.2, acceptanceContractor shall promptly reimburse Owner for such cost, approvalloss, payment damage or any other act, matter or thing done or omitted under this Contract, including any act by OPG or OPG’s Representativeexpense.

Contractor Indemnity. The Contractor will indemnify and shall indemnify, hold harmless each member of the OPG Group, and defend Owner and all Owner Parties from and againstagainst the following: (a) all Losses suffered arising from third-party claims for property damage, personal injury or incurred bodily injury or death to the extent caused by a member any negligent, willful, reckless or otherwise tortious act or omission (including strict liability) of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts such Person may be liable during the performance of the OPG Group arising in respect Work or from performing or from a failure to perform any of its obligations under this Agreement, or any curative action under any Warranty following performance of the Work, to the extent that any such Losses are attributable to bodily injury, sickness, disease or death, or to damage to or destruction of tangible property, including any resulting loss of use thereof; and; (b) all claims made against Losses associated with a take of a protected species if any member are found on the Site during the performance of the OPG Group by any person, but only, in the case of Sections 3.2(a) and 3.2(b), to the extent such Losses or claims are attributable to a breach of this Contract by the Contractor or any negligent act, negligent omission, fraud or willful misconduct of the Contractor, Subcontractor or any of the Contractor’s Personnel,Work; (c) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person in respect of any Liens registered by a Subcontractor against any property owned, leased or licenced by OPG or any of its subsidiaries or in which OPG or any of its subsidiaries has an interest, in whole or in partLosses, including ***, under the SitePPA or Interconnection Agreement (including liquidated damages) attributable to a Non-Excusable Event and, subject to the provisions of Section 24.6, if SCE terminates the PPA for any reason resulting from Contractor's failure to achieve the Facility Substantial Completion Date by the Commercial Operation Deadline, provided that Owner has used reasonable efforts to mitigate such damages, as damages to Owner for loss of bargain and not as a penalty, all Losses of Owner associated with *** less ***; (d) all Losses suffered or incurred sustained by Owner as a member result of the OPG Group and all claims made against any member of the OPG Group by any person, to the extent arising in respect of a Contractor's breach or threatened breach by the Contractor, any Subcontractor or any of the Contractor’s Personnel of Section 2.15; and3.29; (e) all Losses suffered or incurred by Owner as a member result of a claim under the Project Labor Agreement against Owner arising from the construction of the OPG Group Project and performance of the Work; (f) all Losses that directly arise out of or result from all claims made against for payment of compensation for Work performed hereunder, whether or not reduced to a lien or mechanics lien, filed by Contractor or any member Subcontractors, or other persons performing any portion of the OPG Group Work, including reasonable attorneys' fees and expenses incurred by any person Owner Party in discharging any Contractor Lien, except to the extent of a breach by Owner in relation to any obligation it has to make a payment under this Agreement; (g) all Losses that directly arise out of or result from employers' liability or workers' compensation claims filed by any employees or agents of Contractor or any of the Subcontractors, regardless of negligence of Owner or any Owner Party contributing to such Losses; (h) all Losses arising from third-party claims, including by Subcontractors and for property damage, personal injury or bodily injury or death that directly or indirectly arise out of or result from the failure of Contractor or any of the Subcontractors to comply with the terms and conditions of Applicable Laws during their performance of the Work; (i) all fines or penalties issued by any Governmental Authority that directly arise out of or result from the failure of the Project (or any portion thereof), as designed, constructed and completed by Contractor or any Subcontractor, to be capable of operating in respect compliance with all Applicable Laws or the conditions or provisions of all Applicable Permits (to the extent the Applicable Permits relate to the Work), in each case, as in effect as of the Facility Substantial Completion Date; (j) any and all fines, penalties or assessments issued by any Governmental Authority that Owner may incur as a result of executing any applications to any such Governmental Authority at Contractor's request; *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (k) all Losses arising from claims by any Governmental Authority that directly or indirectly arise out of or result from the failure of Contractor to pay, as and when due, all Taxes (other than Owner Taxes), fees or charges of any breach kind imposed by any Governmental Authority for which Contractor is obligated to pay pursuant to the terms of this Agreement; (l) all Losses arising from claims by any Governmental Authority claiming Taxes (other than Owner Taxes) based on gross receipts or threatened breach by the on income of Contractor, any of the Subcontractors, or any of their respective agents or employees with respect to any payment for the Work made to or earned by Contractor, any of the Subcontractors, or any of their respective agents or employees under this Agreement; (m) all fines or penalties issued by, and other similar amounts payable to, any Governmental Authority that arise out of or result from the failure of Contractor, a Subcontractor or any of the Contractor’s Personnel of Section 2.13. in each case save their respective agents or employees to comply with any Applicable Permit, except where such non-compliance is excused pursuant to the extent such Losses or claims are caused or contributed to by a breach terms of this Contract Agreement; (n) all Losses arising from claims by OPG the counterparties to the agreements setting forth the Real Property Rights arising out of or any negligent act, negligent omission, fraud or willful misconduct of OPG or any member in connection with Contractor's performance of the OPG Group. Other than the foregoing, the obligations of the Contractor under this Section 3.2 will not be affected in any way by any certificate, acceptance, approval, payment or any other act, matter or thing done or omitted under this ContractWork, including any act crop damages; (o) all Losses, including claims for property damage, personal injury or bodily injury or death, whether or not involving damage to the Project or the Site, that arise out of or result from: (i) the use of Hazardous Materials by OPG Contractor or OPG’s Representativeany of its Subcontractors in connection with the performance of the Work, which use includes the storage, transportation, processing or disposal of such Hazardous Materials by Contractor or any of its Subcontractors, whether lawful or unlawful; (ii) any Release in connection with the performance of the Work by Contractor or any of its Subcontractors (except as provided in Section 24.2(e)); or (iii) any enforcement or compliance proceeding commenced by or in the name of any Governmental Authority because of an alleged, threatened or actual violation of any Applicable Law by Contractor or any of its Subcontractors with respect to Hazardous Materials in connection with the performance of the Work. (p) and (q) all Losses incurred by or payments made by Owner that are the Contractor's responsibility under Section 3.34.

Contractor Indemnity. The a. To the extent covered by the scope and limits of the project specific insurance specified to be purchased by Contractor will indemnify in Article 25, Contractor does hereby assume liability for, and does hereby agree to indemnify, protect, save and hold harmless Owner, Lender, DOE and each member of their respective employees, affiliates, successors, assigns, agents, officers and directors, and anyone else acting for or on behalf of any of the OPG Groupforegoing Persons (collectively “Indemnified Persons” and each, an “Indemnified Person”) from and against: against any and all liabilities (a) all Losses including but not limited to liabilities arising out of the application of the doctrine of strict liability), obligations, losses, damages, royalties, penalties, claims, actions, suits, judgments, costs, expenses and disbursements, whether any of the foregoing be founded or unfounded (including, but not limited to, fines, court costs, legal fees and expenses and costs of investigation), of whatsoever kind and nature arising out of property damage loss that may be imposed on, suffered or incurred by a member or asserted against any Indemnified Person and in any way relating to or arising out of the OPG Group arising in respect negligent acts or omissions of Contractor or its Technical Consultants. Notwithstanding the Workforegoing, Contractor shall not be responsible for any loss or portion thereof to the extent that any such Losses are attributable to bodily injury, sickness, disease or death, or to damage to or destruction of tangible property, including any resulting loss of use thereof; and (b) all claims made against any member of the OPG Group by any person, but only, in the case of Sections 3.2(a) and 3.2(b), to the extent such Losses or claims are attributable to a breach of this Contract by the Contractor or any negligent act, negligent omission, fraud negligence or willful misconduct of Owner or any other Indemnified Person hereunder for which Owner has agreed to provide indemnification under Section 26.2 hereof. b. To the Contractorfullest extent permitted by law, Subcontractor or Contractor does hereby assume liability for, and does hereby agree to indemnify, protect, save and hold harmless Indemnified Persons from and against any and all liabilities (including but not limited to liabilities arising out of the application of the doctrine of strict liability), obligations, losses, damages, royalties, penalties, claims, actions, suits, judgments, costs, expenses and disbursements, whether any of the Contractor’s Personnel, foregoing be founded or unfounded (c) all Losses including, but not limited to, fines, court costs, legal fees and expenses and costs of investigation), of whatsoever kind and nature arising out of death or injury of persons or damage to third party property loss that may be imposed on, suffered or incurred by a member or asserted against any Indemnified Person and in any way relating to or arising out of the OPG Group and all claims made against negligent acts or omissions of Contractor or its Technical Consultants. Notwithstanding the foregoing, Contractor shall not be responsible for any member of the OPG Group by any person in respect of any Liens registered by a Subcontractor against any property owned, leased loss or licenced by OPG or any of its subsidiaries or in which OPG or any of its subsidiaries has an interest, in whole or in part, including the Site; (d) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person, portion thereof to the extent arising in respect of a breach or threatened breach by the Contractor, any Subcontractor or any of the Contractor’s Personnel of Section 2.15; and (e) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person attributable to the extent arising in respect of any breach or threatened breach by the Contractor, Subcontractor or any of the Contractor’s Personnel of Section 2.13. in each case save to the extent such Losses or claims are caused or contributed to by a breach of this Contract by OPG or any negligent act, negligent omission, fraud negligence or willful misconduct of OPG or any member of the OPG Group. Other than the foregoing, the obligations of the Contractor under this Section 3.2 will not be affected in any way by any certificate, acceptance, approval, payment Owner or any other act, matter or thing done or omitted Indemnified Person hereunder for which Owner has agreed to provide indemnification under this Contract, including any act by OPG or OPG’s RepresentativeSection 26.2 hereof.

Contractor Indemnity. The Except with respect to a Nuclear Incident, Contractor will indemnify shall indemnify, defend and hold harmless each member of the OPG GroupOwner, its Affiliates, and their respective partners, shareholders, officers, directors, and lenders from and against: against Third Party Claims and costs and expenses associated therewith (aincluding attorneys’ fees) all Losses suffered from any injury of or incurred by a member of the OPG Group arising in respect of the Work, death to the extent that any such Losses are attributable to bodily injury, sickness, disease or deathnatural persons, or to damage to or destruction of tangible propertythird party property (i.e., including property other than the Facility or other property belonging to Owner) to the extent arising from (i) the negligent or willful acts or omissions of Contractor or its Personnel or Invitees acting within the scope of their employment or for which applicable Law would otherwise hold Contractor liable for such acts or omissions, (ii) any resulting loss Liens arising from nonpayment to any Subcontractor in connection with the Work, provided that Contractor has been paid in accordance with this Agreement, or (iii) the release on or from the Site of use thereof; and (b) all claims made against any member of the OPG Group by any personHazardous Materials, but only, in the case of Sections 3.2(a) and 3.2(b), only to the extent such Losses release is due to Contractor’s or claims are attributable to a breach of this Contract by the Contractor Subcontractor’s or any negligent act, negligent omission, fraud their Personnel’s or Invitees’ negligence or willful misconduct while acting within the scope of their employment or for which applicable Law would otherwise hold Contractor liable for such acts or omissions. Contractor’s obligations in this Section 15.1 are limited to the proceeds of the Contractorinsurances required to be provided hereunder, Subcontractor or any provided that if the insurance program is a Contractor controlled insurance program, the limit shall be the amount of the proceeds from such insurance (or the proceeds which would have been received, if Contractor had not failed to obtain such insurance). Contractor’s Personnel, (c) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person obligations in respect this Section 15.1 are further conditioned upon Owner giving Contractor prompt notice of any Liens registered by a Subcontractor against any property owned, leased or licenced by OPG or any of its subsidiaries or in known claims for which OPG or any of its subsidiaries has an interest, in whole or in part, including the Site; it seeks indemnity hereunder (d) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person, to the extent arising in respect of a breach or threatened breach by the Contractor, any Subcontractor or any of the along with documentation which reasonably evidences Contractor’s Personnel responsibility thereof) and Owner providing such assistance and cooperation in the defense of indemnified claims as Contractor shall reasonably request as set forth in more detail in Section 2.15; and (e) all Losses suffered or incurred by 15.5. [**] “[**]” in this Exhibit 10.01 indicates material that has been omitted pursuant to a member of request for confidential treatment and filed separately with the OPG Group Securities and all claims made against any member of the OPG Group by any person Exchange Commission. Execution Version Confidential Trade Secret Information—Subject to the extent arising in respect of any breach or threatened breach by the Contractor, Subcontractor or any of the Contractor’s Personnel of Section 2.13. in each case save to the extent such Losses or claims are caused or contributed to by a breach of this Contract by OPG or any negligent act, negligent omission, fraud or willful misconduct of OPG or any member of the OPG Group. Other than the foregoing, the obligations of the Contractor under this Section 3.2 will not be affected in any way by any certificate, acceptance, approval, payment or any other act, matter or thing done or omitted under this Contract, including any act by OPG or OPG’s Representative.Restricted Procedures [**]

Contractor Indemnity. The Contractor will indemnify and hold harmless each member of the OPG Group, from and against: (a) all Losses suffered or incurred by a member of the OPG Group arising in respect of the Work, to the extent that any such Losses are attributable to bodily injury, sickness, disease or death, or to damage to or destruction of tangible property, including any resulting loss of use thereof; and (b) all claims made against any member of the OPG Group by any person, but only, in the case of Sections 3.2(a) and 3.2(b), to the extent such Losses or claims are attributable caused or contributed to by a breach of this Contract by the Contractor or by any negligent act, negligent omission, fraud or willful misconduct of the Contractor, Subcontractor or any of the Contractor’s Personnel, (c) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person in respect of any Liens registered by a Subcontractor against any property owned, leased or licenced by OPG or any of its subsidiaries or in which OPG or any of its subsidiaries has an interest, in whole or in part, including the Site; (d) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person, to the extent arising in respect of a breach or threatened breach by the Contractor, any Subcontractor or any of the Contractor’s Personnel of Section 2.15; and (e) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person person, to the extent arising in respect of any breach breach, or threatened breach by the Contractor, Subcontractor or any of the Contractor’s Personnel of Section 2.13. in each case save to the extent such Losses or claims are caused or contributed to by a breach of this Contract by OPG or any negligent act, negligent omission, fraud or willful misconduct of OPG or any member of the OPG Group. Other than the foregoing, the obligations of the Contractor under this Section 3.2 will not be affected in any way by any certificate, acceptance, approval, payment or any other act, matter or thing done or omitted under this Contract, including any act by OPG or OPG’s Representative.

Contractor Indemnity. The Contractor will indemnify and shall indemnify, hold harmless each member of the OPG Group, and defend Owner and all Owner Parties from and againstagainst the following: (a) all Losses suffered arising from third-party claims for property damage, personal injury or incurred bodily injury or death to the extent caused by a member any negligent, willful, reckless or otherwise tortious act or omission (including strict liability) of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts such Person may be liable during the performance of the OPG Group arising in respect Work or from performing or from a failure to perform any of its obligations under this Agreement, or any curative action under any Warranty following performance of the Work, to the extent that any such Losses are attributable to bodily injury, sickness, disease or death, or to damage to or destruction of tangible property, including any resulting loss of use thereof; and; (b) all claims made against Losses associated with a take of a protected species if any member are found on the Site during the performance of the OPG Group by any person, but only, in the case of Sections 3.2(a) and 3.2(b), to the extent such Losses or claims are attributable to a breach of this Contract by the Contractor or any negligent act, negligent omission, fraud or willful misconduct of the Contractor, Subcontractor or any of the Contractor’s Personnel,Work; (c) all Losses suffered Losses, ***, under the PPA or incurred Interconnection Agreement (including liquidated damages) attributable to a Non-Excusable Event and, subject to the provisions of Section 24.6, if SCE terminates the PPA for any reason resulting from Contractor's failure to achieve the Facility Substantial Completion Date by a member of the OPG Group and all claims made against any member of the OPG Group by any person in respect of any Liens registered by a Subcontractor against any property owned, leased or licenced by OPG or any of its subsidiaries or in which OPG or any of its subsidiaries has an interest, in whole or in part, including the SiteCommercial Operation Deadline***; (d) all Losses suffered or incurred sustained by Owner as a member result of the OPG Group and all claims made against any member of the OPG Group by any person, to the extent arising in respect of a Contractor's breach or threatened breach by the Contractor, any Subcontractor or any of the Contractor’s Personnel of Section 2.15; and3.29; (e) all Losses suffered or incurred by Owner as a member result of a claim under the Project Labor Agreement against Owner arising from the construction of the OPG Group Project and performance of the Work; (f) all Losses that directly arise out of or result from all claims made against for payment of compensation for Work performed hereunder, whether or not reduced to a lien or mechanics lien, filed by Contractor or any member Subcontractors, or other persons performing any portion of the OPG Group Work, including reasonable attorneys' fees and expenses incurred by *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. any person Owner Party in discharging any Contractor Lien, except to the extent of a breach by Owner in relation to any obligation it has to make a payment under this Agreement; (g) all Losses that directly arise out of or result from employers' liability or workers' compensation claims filed by any employees or agents of Contractor or any of the Subcontractors, regardless of negligence of Owner or any Owner Party contributing to such Losses; (h) all Losses arising from third-party claims, including by Subcontractors and for property damage, personal injury or bodily injury or death that directly or indirectly arise out of or result from the failure of Contractor or any of the Subcontractors to comply with the terms and conditions of Applicable Laws during their performance of the Work; (i) all fines or penalties issued by any Governmental Authority that directly arise out of or result from the failure of the Project (or any portion thereof), as designed, constructed and completed by Contractor or any Subcontractor, to be capable of operating in respect compliance with all Applicable Laws or the conditions or provisions of all Applicable Permits (to the extent the Applicable Permits relate to the Work), in each case, as in effect as of the Facility Substantial Completion Date; (j) any and all fines, penalties or assessments issued by any Governmental Authority that Owner may incur as a result of executing any applications to any such Governmental Authority at Contractor's request; (k) all Losses arising from claims by any Governmental Authority that directly or indirectly arise out of or result from the failure of Contractor to pay, as and when due, all Taxes (other than Owner Taxes), fees or charges of any breach kind imposed by any Governmental Authority for which Contractor is obligated to pay pursuant to the terms of this Agreement; (l) all Losses arising from claims by any Governmental Authority claiming Taxes (other than Owner Taxes) based on gross receipts or threatened breach by the on income of Contractor, any of the Subcontractors, or any of their respective agents or employees with respect to any payment for the Work made to or earned by Contractor, any of the Subcontractors, or any of their respective agents or employees under this Agreement; (m) all fines or penalties issued by, and other similar amounts payable to, any Governmental Authority that arise out of or result from the failure of Contractor, a Subcontractor or any of the Contractor’s Personnel of Section 2.13. in each case save their respective agents or employees to comply with any Applicable Permit, except where such non-compliance is excused pursuant to the extent such Losses or claims are caused or contributed to by a breach terms of this Contract Agreement; (n) all Losses arising from claims by OPG the counterparties to the agreements setting forth the Real Property Rights arising out of or any negligent act, negligent omission, fraud or willful misconduct of OPG or any member in connection with Contractor's performance of the OPG Group. Other than the foregoing, the obligations of the Contractor under this Section 3.2 will not be affected in any way by any certificate, acceptance, approval, payment or any other act, matter or thing done or omitted under this ContractWork, including any act crop damages; (o) all Losses, including claims for property damage, personal injury or bodily injury or death, whether or not involving damage to the Project or the Site, that arise out of or result from: (i) the use of Hazardous Materials by OPG Contractor or OPG’s Representativeany of its Subcontractors in connection with the performance of the Work, which use includes the storage, transportation, processing or disposal of such Hazardous Materials by Contractor or any of its Subcontractors, whether lawful or unlawful; (ii) any Release in connection with the performance of the Work by Contractor or any of its Subcontractors (except as provided in Section 24.2(e)); or (iii) any enforcement or compliance proceeding commenced by or in the name of any Governmental Authority because of an alleged, threatened or actual violation of any Applicable Law by Contractor or any of its Subcontractors with respect to Hazardous Materials in connection with the performance of the Work. (p) and (q) all Losses incurred by or payments made by Owner that are the Contractor's responsibility under Section 3.34.

Contractor Indemnity. The Contractor will indemnify and shall indemnify, hold harmless each member of the OPG Group, from and against:defend (a) all Losses suffered arising from third-party claims for property damage, personal injury or incurred bodily injury or death to the extent caused by a member any negligent, willful, reckless or otherwise tortious act or omission (including strict liability) of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts such Person may be liable during the performance of the OPG Group arising in respect Work or from performing or from a failure to perform any of its obligations under this Agreement, or any curative action under any Warranty following performance of the Work, to the extent that any such Losses are attributable to bodily injury, sickness, disease or death, or to damage to or destruction of tangible property, including any resulting loss of use thereof; and; (b) all claims made against Losses associated with a take of a protected species if any member are found on the Site during the performance of the OPG Group by any person, but only, in the case of Sections 3.2(a) and 3.2(b), to the extent such Losses or claims are attributable to a breach of this Contract by the Contractor or any negligent act, negligent omission, fraud or willful misconduct of the Contractor, Subcontractor or any of the Contractor’s Personnel,Work; (c) all Losses suffered or incurred sustained by Owner as a member result of the OPG Group and all claims made against any member of the OPG Group by any person in respect of any Liens registered by a Subcontractor against any property owned, leased or licenced by OPG or any of its subsidiaries or in which OPG or any of its subsidiaries has an interest, in whole or in part, including the Site;Contractor’s breach of (d) all Losses suffered or incurred by Owner as a member result of a claim under the Project Labor Agreement against Owner arising from the construction of the OPG Group Facility and all claims made against any member performance of the OPG Group by any person, to the extent arising in respect of a breach or threatened breach by the Contractor, any Subcontractor or any of the Contractor’s Personnel of Section 2.15; andWork; (e) all Losses suffered that directly arise out of or result from all claims for payment of compensation for Work performed hereunder, whether or not reduced to a lien or mechanic’s lien, filed by Contractor or any Subcontractors, or other persons performing any portion of the Work, including reasonable attorneys’ fees and expenses incurred by a member of the OPG Group and all claims made against any member of the OPG Group by Owner Party in discharging any person Contractor Lien, except to the extent of a breach by Owner in relation to any obligation it has to make a payment under this Agreement; (f) all Losses that directly arise out of or result from employers’ liability or workers’ compensation claims filed by any employees or agents of Contractor or any of the Subcontractors, regardless of negligence of Owner or any Owner Party contributing to such Losses; (g) all Losses arising from third-party claims, including by Subcontractors, for property damage, personal injury or bodily injury or death that directly or indirectly arise out of or result from the failure of Contractor or any of the Subcontractors to comply with the terms and conditions of Applicable Laws during their performance of the Work; (h) all fines or penalties issued by any Governmental Authority that directly arise out of or result from the failure of the Facility (or any portion thereof), as designed, constructed and completed by Contractor or any Subcontractor, to be capable of operating in respect compliance with all Applicable Laws or the conditions or provisions of all Applicable Permits; (i) any and all fines, penalties or assessments issued by any Governmental Authority that Owner may incur as a result of executing any applications to any such Governmental Authority at Contractor’s request; (j) all Losses arising from claims by any Governmental Authority that directly or indirectly arise out of or result from the failure of Contractor to pay, as and when due, all Taxes [(other than Owner Taxes)], fees or charges of any breach kind imposed by any Governmental Authority for which Contractor is obligated to pay pursuant to the terms of this Agreement; (k) all Losses arising from claims by any Governmental Authority claiming Taxes [(other than Owner Taxes)] based on gross receipts or threatened breach by the on income of Contractor, any of the Subcontractors, or any of their respective agents or employees with respect to any payment for the Work made to or earned by Contractor, any of the Subcontractors, or any of their respective agents or employees under this Agreement; (l) all fines or penalties issued by, and other similar amounts payable to, any Governmental Authority that arise out of or result from the failure of Contractor, a Subcontractor or any of their respective agents or employees to comply with any Applicable Permit; (m) all Losses arising from claims by any counterparties to the agreements setting forth the Real Property Rights arising out of or in connection with Contractor’s Personnel performance of Section 2.13. in each case save the Work; (n) all Losses, including claims for property damage, personal injury or bodily injury or death, whether or not involving damage to the extent such Losses Facility or claims are caused the Site, that arise out of or contributed to by a breach of this Contract by OPG or any negligent act, negligent omission, fraud or willful misconduct of OPG or any member of the OPG Group. Other than the foregoing, the obligations of the Contractor under this Section 3.2 will not be affected in any way by any certificate, acceptance, approval, payment or any other act, matter or thing done or omitted under this Contract, including any act by OPG or OPG’s Representative.result from:

Contractor Indemnity. The Except with respect to a Nuclear Incident, Contractor will indemnify shall indemnify, defend and hold harmless each member of the OPG GroupOwner, its Affiliates, and their respective partners, shareholders, officers, directors, and lenders from and against: against Third Party Claims and costs and expenses associated therewith (aincluding attorneys' fees) all Losses suffered from any injury of or incurred by a member of the OPG Group arising in respect of the Work, death to the extent that any such Losses are attributable to bodily injury, sickness, disease or deathnatural persons, or to damage to or destruction of tangible propertythird party property (i.e., including property other than the Facility or other property belonging to Owner) to the extent arising from (i) the negligent or willful acts or omissions of Contractor or its Personnel or Invitees acting within the scope of their employment or for which applicable Law would otherwise hold Contractor liable for such acts or omissions, (ii) any resulting loss Liens arising from nonpayment to any Subcontractor in connection with the Work, provided that Contractor has been paid in accordance with this Agreement, or (iii) the release on or from the Site of use thereof; and (b) all claims made against any member of the OPG Group by any personHazardous Materials, but only, in the case of Sections 3.2(a) and 3.2(b), only to the extent such Losses release is due to Contractor's or claims are attributable to a breach of this Contract by the Contractor Subcontractor's or any negligent act, negligent omission, fraud their Personnel's or Invitees' negligence or willful misconduct while acting within the scope of their employment or for which applicable Law would otherwise hold Contractor liable for such acts or omissions. Contractor's obligations in this Section 15.1 are limited to the proceeds of the Contractorinsurances required to be provided hereunder, Subcontractor or any provided that if the insurance program is a Contractor controlled insurance program, the limit shall be the amount of the proceeds from such insurance (or the proceeds which would have been received, if Contractor had not failed to obtain such insurance). Contractor’s Personnel, (c) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person 's obligations in respect this Section 15.1 are further conditioned upon Owner giving Contractor prompt notice of any Liens registered by a Subcontractor against known claims for which it seeks indemnity hereunder (along with documentation which reasonably evidences Contractor's responsibility thereof) and Owner providing such assistance and cooperation in the defense of indemnified claims as Contractor shall reasonably request as set forth in more detail in Section 15.5. In the event that Owner or Owner Interests incur any property ownedcost, leased loss, damage or licenced by OPG expense arising out of or resulting from any of its subsidiaries Third Party Claim for which Contractor is required to indemnify Owner or in which OPG or any of its subsidiaries has an interest, in whole or in part, including the Site; (d) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person, Owner Interests pursuant to the extent arising in respect of a breach or threatened breach by the Contractor, any Subcontractor or any of the Contractor’s Personnel of Section 2.15; and (e) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person to the extent arising in respect of any breach or threatened breach by the Contractor, Subcontractor or any of the Contractor’s Personnel of Section 2.13. in each case save to the extent such Losses or claims are caused or contributed to by a breach of this Contract by OPG or any negligent act, negligent omission, fraud or willful misconduct of OPG or any member of the OPG Group. Other than the foregoing, the obligations of the Contractor under this Section 3.2 will not be affected in any way by any certificate15.2, acceptanceContractor shall promptly reimburse Owner for such cost, approvalloss, payment damage or any other act, matter or thing done or omitted under this Contract, including any act by OPG or OPG’s Representativeexpense.

Contractor Indemnity. The Contractor will indemnify and shall indemnify, hold harmless each member and defend Owner and all Owner Parties from and against the following: all Losses arising from third-party claims for property damage, personal injury or bodily injury or death to the extent caused by any negligent, willful, reckless or otherwise tortious act or omission (including strict liability) of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts such Person may be liable during the performance of the OPG GroupWork or from performing or from a failure to perform any of its obligations under this Agreement, from and against: (a) or any curative action under any Warranty following performance of the Work; all Losses suffered or associated with a take of a protected species if any are found on the Site during the performance of the Work; Losses sustained by Owner as a result of Contractor’s breach of Section 3.29; all Losses incurred by Owner as a member result of a claim under the Project Labor Agreement against Owner arising from the construction of the OPG Group arising in respect Facility and performance of the Work; all Losses that directly arise out of or result from all claims for payment of compensation for Work performed hereunder, whether or not reduced to a lien or mechanic’s lien, filed by Contractor or any Subcontractors, or other persons performing any portion of the Work, including reasonable attorneys’ fees and expenses incurred by any Owner Party in discharging any Contractor Lien, except to the extent of a breach by Owner in relation to any obligation it has to make a payment under this Agreement; all Losses that any such Losses are attributable to bodily injury, sickness, disease directly arise out of or death, result from employers’ liability or to damage to or destruction of tangible property, including any resulting loss of use thereof; and (b) all workers’ compensation claims made against any member of the OPG Group filed by any person, but only, in the case employees or agents of Sections 3.2(a) and 3.2(b), to the extent such Losses or claims are attributable to a breach of this Contract by the Contractor or any negligent act, negligent omission, fraud or willful misconduct of the Subcontractors, regardless of negligence of Owner or any Owner Party contributing to such Losses; all Losses arising from third-party claims, including by Subcontractors, for property damage, personal injury or bodily injury or death that directly or indirectly arise out of or result from the failure of Contractor or any of the Subcontractors to comply with the terms and conditions of Applicable Laws during their performance of the Work; all fines or penalties issued by any Governmental Authority that directly arise out of or result from the failure of the Facility (or any portion thereof), as designed, constructed and completed by Contractor or any Subcontractor, to be capable of operating in compliance with all Applicable Laws or the conditions or provisions of all Applicable Permits; any and all fines, penalties or assessments issued by any Governmental Authority that Owner may incur as a result of executing any applications to any such Governmental Authority at Contractor’s request; all Losses arising from claims by any Governmental Authority that directly or indirectly arise out of or result from the failure of Contractor to pay, as and when due, all Taxes [(other than Owner Taxes)], fees or charges of any kind imposed by any Governmental Authority for which Contractor is obligated to pay pursuant to the terms of this Agreement; all Losses arising from claims by any Governmental Authority claiming Taxes [(other than Owner Taxes)] based on gross receipts or on income of Contractor, any of the Subcontractors, or any of their respective agents or employees with respect to any payment for the Work made to or earned by Contractor, any of the Subcontractors, or any of their respective agents or employees under this Agreement; all fines or penalties issued by, and other similar amounts payable to, any Governmental Authority that arise out of or result from the failure of Contractor, a Subcontractor or any of their respective agents or employees to comply with any Applicable Permit; all Losses arising from claims by any counterparties to the agreements setting forth the Real Property Rights arising out of or in connection with Contractor’s Personnel, (c) all Losses suffered or incurred by a member performance of the OPG Group and Work; all Losses, including claims made against any member for property damage, personal injury or bodily injury or death, whether or not involving damage to the Facility or the Site, that arise out of or result from: the OPG Group use of Hazardous Materials by any person in respect of any Liens registered by a Subcontractor against any property owned, leased or licenced by OPG Contractor or any of its subsidiaries Subcontractors in connection with the performance of the Work, which use includes the storage, transportation, processing or in which OPG disposal of such Hazardous Materials by Contractor or any of its subsidiaries has an interestSubcontractors, whether lawful or unlawful; any Release in whole or in part, including connection with the Site; (d) all Losses suffered or incurred by a member performance of the OPG Group and all claims made against any member of the OPG Group Work by any person, to the extent arising in respect of a breach or threatened breach by the Contractor, any Subcontractor Contractor or any of its Subcontractors; or any enforcement or compliance proceeding commenced by or in the Contractor’s Personnel of Section 2.15; and (e) all Losses suffered or incurred by a member of the OPG Group and all claims made against any member of the OPG Group by any person to the extent arising in respect name of any breach Governmental Authority because of an alleged, threatened or threatened breach actual violation of any Applicable Law by the Contractor, Subcontractor Contractor or any of its Subcontractors with respect to Hazardous Materials in connection with the Contractor’s Personnel of Section 2.13. in each case save to the extent such Losses or claims are caused or contributed to by a breach of this Contract by OPG or any negligent act, negligent omission, fraud or willful misconduct of OPG or any member performance of the OPG Group. Other than the foregoing, the obligations of the Contractor under this Section 3.2 will not be affected in any way by any certificate, acceptance, approval, payment or any other act, matter or thing done or omitted under this Contract, including any act by OPG or OPG’s RepresentativeWork.

Contractor Indemnity. The Contractor will indemnify and shall indemnify, hold harmless each member of the OPG Group, and defend Owner and all Owner Parties from and againstagainst the following: (a) all Losses suffered arising from third-party claims for property damage, personal injury or incurred bodily injury or death to the extent caused by a member any negligent, willful, reckless or otherwise tortious act or omission (including strict liability) of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts such Person may be liable during the performance of the OPG Group arising in respect Work or from performing or from a failure to perform any of its obligations under this Agreement, or any curative action under any Warranty following performance of the Work, to the extent that any such Losses are attributable to bodily injury, sickness, disease or death, or to damage to or destruction of tangible property, including any resulting loss of use thereof; and; (b) all claims made against Losses associated with a take of a protected species if any member are found on the Site during the performance of the OPG Group by any person, but only, in the case of Sections 3.2(a) and 3.2(b), to the extent such Losses or claims are attributable to a breach of this Contract by the Contractor or any negligent act, negligent omission, fraud or willful misconduct of the Contractor, Subcontractor or any of the Contractor’s Personnel,Work; (c) all Losses suffered Losses, ***, under the PPA or incurred Interconnection Agreement (including liquidated damages) attributable to a Non-Excusable Event and, subject to the provisions of Section 24.6, if SCE terminates the PPA for any reason resulting from Contractor's failure to achieve the Facility Substantial Completion Date by a member of the OPG Group and all claims made against any member of the OPG Group by any person in respect of any Liens registered by a Subcontractor against any property owned, leased or licenced by OPG or any of its subsidiaries or in which OPG or any of its subsidiaries has an interest, in whole or in part, including the SiteCommercial Operation Deadline***; (d) all Losses suffered or incurred sustained by Owner as a member result of the OPG Group and all claims made against any member of the OPG Group by any person, to the extent arising in respect of a Contractor's breach or threatened breach by the Contractor, any Subcontractor or any of the Contractor’s Personnel of Section 2.15; and3.29; (e) all Losses suffered or incurred by Owner as a member result of a claim under the Project Labor Agreement against Owner arising from the construction of the OPG Group Project and performance of the Work; (f) all Losses that directly arise out of or result from all claims made against for payment of compensation for Work performed hereunder, whether or not reduced to a lien or mechanics lien, filed by Contractor or any member Subcontractors, or other persons performing any portion of the OPG Group Work, including reasonable attorneys' fees and expenses incurred by any person Owner Party in discharging any Contractor Lien, except to the extent of a breach by Owner in relation to any obligation it has to make a payment under this Agreement; *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (g) all Losses that directly arise out of or result from employers' liability or workers' compensation claims filed by any employees or agents of Contractor or any of the Subcontractors, regardless of negligence of Owner or any Owner Party contributing to such Losses; (h) all Losses arising from third-party claims, including by Subcontractors and for property damage, personal injury or bodily injury or death that directly or indirectly arise out of or result from the failure of Contractor or any of the Subcontractors to comply with the terms and conditions of Applicable Laws during their performance of the Work; (i) all fines or penalties issued by any Governmental Authority that directly arise out of or result from the failure of the Project (or any portion thereof), as designed, constructed and completed by Contractor or any Subcontractor, to be capable of operating in respect compliance with all Applicable Laws or the conditions or provisions of all Applicable Permits (to the extent the Applicable Permits relate to the Work), in each case, as in effect as of the Facility Substantial Completion Date; (j) any and all fines, penalties or assessments issued by any Governmental Authority that Owner may incur as a result of executing any applications to any such Governmental Authority at Contractor's request; (k) all Losses arising from claims by any Governmental Authority that directly or indirectly arise out of or result from the failure of Contractor to pay, as and when due, all Taxes (other than Owner Taxes), fees or charges of any breach kind imposed by any Governmental Authority for which Contractor is obligated to pay pursuant to the terms of this Agreement; (l) all Losses arising from claims by any Governmental Authority claiming Taxes (other than Owner Taxes) based on gross receipts or threatened breach by the on income of Contractor, any of the Subcontractors, or any of their respective agents or employees with respect to any payment for the Work made to or earned by Contractor, any of the Subcontractors, or any of their respective agents or employees under this Agreement; (m) all fines or penalties issued by, and other similar amounts payable to, any Governmental Authority that arise out of or result from the failure of Contractor, a Subcontractor or any of the Contractor’s Personnel of Section 2.13. in each case save their respective agents or employees to comply with any Applicable Permit, except where such non-compliance is excused pursuant to the extent such Losses or claims are caused or contributed to by a breach terms of this Contract Agreement; (n) all Losses arising from claims by OPG the counterparties to the agreements setting forth the Real Property Rights arising out of or any negligent act, negligent omission, fraud or willful misconduct of OPG or any member in connection with Contractor's performance of the OPG Group. Other than the foregoing, the obligations of the Contractor under this Section 3.2 will not be affected in any way by any certificate, acceptance, approval, payment or any other act, matter or thing done or omitted under this ContractWork, including any act crop damages; (o) all Losses, including claims for property damage, personal injury or bodily injury or death, whether or not involving damage to the Project or the Site, that arise out of or result from: (i) the use of Hazardous Materials by OPG Contractor or OPG’s Representativeany of its Subcontractors in connection with the performance of the Work, which use includes the storage, transportation, processing or disposal of such Hazardous Materials by Contractor or any of its Subcontractors, whether lawful or unlawful; (ii) any Release in connection with the performance of the Work by Contractor or any of its Subcontractors (except as provided in Section 24.2(e)); or (iii) any enforcement or compliance proceeding commenced by or in the name of any Governmental Authority because of an alleged, threatened or actual violation of any Applicable Law by Contractor or any of its Subcontractors with respect to Hazardous Materials in connection with the performance of the Work.