Indemnification Claims. All claims for indemnification by a Party entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows: (i) If a claim or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall as promptly as practicable give Notice to the Indemnitor; provided, failure to provide this Notice will relieve Indemnitor only to the extent that the failure actually prejudices Indemnitor. (ii) Indemnitor will have the right to control the defense and settlement of any claims in a manner not adverse to Indemnified Party but cannot admit any liability or enter into any settlement without Indemnified Party’s approval. (iii) Indemnified Party may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Indemnitor does not assume control of the defense, Indemnitor will bear the expense of this counsel.
Appears in 14 contracts
Sources: Renewable Power Purchase and Sale Agreement, Renewable Power Purchase and Sale Agreement (Montauk Renewables, Inc.), Renewable Power Purchase Agreement
Indemnification Claims. All claims for indemnification by a Party entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows:
(i) : If a claim or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall as promptly as practicable give Notice to the Indemnitor; provided, failure to provide this Notice will relieve Indemnitor only to the extent that the failure actually prejudices Indemnitor.
(ii) . Indemnitor will have the right to control the defense and settlement of any claims in a manner not adverse to Indemnified Party but cannot admit any liability or enter into any settlement without Indemnified Party’s approval.
(iii) . Indemnified Party may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Indemnitor does not assume control of the defense, Indemnitor will bear the expense of this counsel.
Appears in 12 contracts
Sources: Renewable Power Purchase Agreement, Renewable Power Purchase Agreement, Energy Storage Resource Adequacy Purchase and Sale Agreement
Indemnification Claims. All claims for indemnification by a Party entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows:
(ia) If a claim or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall as promptly as practicable give Notice to the Indemnitor; provided, failure to provide this Notice will relieve Indemnitor only to the extent that the failure actually prejudices Indemnitor.
(iib) Indemnitor will have the right to control the defense and settlement of any claims in a manner not adverse to Indemnified Party but cannot admit any liability or enter into any settlement without Indemnified Party’s approval.
(iiic) Indemnified Party may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Indemnitor does not assume control of the defense, Indemnitor will bear the expense of this counsel.
Appears in 6 contracts
Sources: Distributed Energy Resource Purchase and Sale Agreement, Distributed Energy Resource Purchase and Sale Agreement, Renewable Power Purchase Agreement
Indemnification Claims. All claims for indemnification by a Party Person entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows:
(ia) If a claim or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall as promptly as practicable give Notice to the IndemnitorOwner; provided, failure to provide this Notice will relieve Indemnitor Owner only to the extent that the failure actually prejudices IndemnitorOwner.
(iib) Indemnitor Owner shall retain counsel reasonably acceptable to the Indemnified Party with respect to any claims or demands for which an Indemnified Party is entitled to be indemnified under this Agreement. Owner will have the right to control the defense and settlement of any claims in a manner not adverse to Indemnified Party but cannot admit any liability or enter into any settlement without Indemnified Party’s approval.
(iiic) Indemnified Party may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Indemnitor Owner does not assume control of the defense, Indemnitor Owner will bear the expense of this counsel.
Appears in 6 contracts
Sources: Energy Storage Services Agreement, Energy Storage Services Agreement, Energy Storage Services Agreement
Indemnification Claims. All claims for indemnification by a Party entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows:
(i) If a claim or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall as promptly as practicable give Notice to the Indemnitor; provided, failure to provide this Notice will relieve Indemnitor only to the extent that the failure actually prejudices Indemnitor.
(ii) Indemnitor will have the right to control the defense and settlement of any claims in a manner not adverse to Indemnified Party but cancan not admit any liability or enter into any settlement without Indemnified Party’s approval.
(iii) Indemnified Party may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Indemnitor does not assume control of the defense, Indemnitor will bear the expense of this counsel.
Appears in 4 contracts
Sources: Renewable Power Purchase and Sale Agreement, Renewable Power Purchase and Sale Agreement, Renewable Power Purchase and Sale Agreement
Indemnification Claims. All claims for indemnification by a Party entitled to be indemnified Each Party’s obligations under this Agreement Article 7 are subject to the party seeking indemnification (an “Indemnified PartyIndemnitee”): (i) by giving the other Party party (the “Indemnitor”) prompt written notice of a Claim in such detail as the Indemnitor may reasonably request, provided that any delay in providing such notice will be asserted and resolved as follows:
(i) If a claim not waive or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall as promptly as practicable give Notice to limit the Indemnitor; provided, failure to provide ’s obligations under this Notice will relieve Indemnitor only Article 7 except to the extent that the failure actually prejudices Indemnitor.
prejudiced by such delay; (ii) providing the Indemnitor will with reasonable assistance in defending such Claims, at the Indemnitor’s expense; (iii) allowing the Indemnitor to have the right to sole control of the defense and or settlement of any claims in a manner Claim under this Article 7; provided that the Indemnitor shall not adverse to Indemnified Party but cannot admit any liability or enter into any settlement or compromise of a Claim without Indemnified Partythe Indemnitee’s approval.
(iii) Indemnified Party prior written consent, which will not be unreasonably delayed, conditioned or withheld. Indemnitor will use counsel reasonably satisfactory to the Indemnitees to defend each Claim and will keep the Indemnitees informed of the status of the defense of each Claim. Any Indemnitee may employ counsel participate in the defense at its own expense with respect expense. Indemnitor’s duty to any claims or demands asserted or sought defend is independent of its duty to be collected against it; provided, if counsel is employed due to a conflict of interest or because Indemnitor does not assume control of the defense, Indemnitor will bear the expense of this counselindemnify.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Indemnification Claims. All claims for indemnification by a Party Person entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows:follows:
(ia) If a claim or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall as promptly as practicable give Notice to the IndemnitorOwner; provided, failure to provide this Notice will relieve Indemnitor Owner only to the extent that the failure actually prejudices IndemnitorOwner.
(iib) Indemnitor Owner shall retain counsel reasonably acceptable to the Indemnified Party with respect to any claims or demands for which an Indemnified Party is entitled to be indemnified under this Agreement. Owner will have the right to control the defense and settlement of any claims in a manner not adverse to Indemnified Party but cannot admit any liability or enter into any settlement without Indemnified Party’s approval.
(iiic) Indemnified Party may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Indemnitor Owner does not assume control of the defense, Indemnitor Owner will bear the expense of this counsel.
Appears in 2 contracts
Sources: Energy Storage Services Agreement, Energy Storage Services Agreement
Indemnification Claims. All claims for indemnification by a Party Person entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows:follows:
(ia) If a claim or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third partyParty, the Indemnified Party shall as promptly as practicable give Notice to the IndemnitorOwner; provided, failure to provide this Notice will relieve Indemnitor Owner only to the extent that the failure actually prejudices IndemnitorOwner.
(iib) Indemnitor With respect to claims made by a third party, Owner shall retain counsel reasonably acceptable to the Indemnified Party with respect to any claims or demands for which an Indemnified Party is entitled to be indemnified under this Agreement. Owner will have the right to control the defense and settlement of any claims in a manner not adverse to Indemnified Party but cannot admit any liability or enter into any settlement without Indemnified Party’s approval.
(iiic) Indemnified Party may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Indemnitor Owner does not assume control of the defense, Indemnitor Owner will bear the expense of this counsel.
Appears in 1 contract
Sources: Energy Storage Services Agreement
Indemnification Claims. All claims for indemnification by a Party Person entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows:
(ia) If a claim or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third partyParty, the Indemnified Party shall as promptly as practicable give Notice to the IndemnitorOwner; provided, failure to provide this Notice will relieve Indemnitor Owner only to the extent that the failure actually prejudices IndemnitorOwner.
(iib) Indemnitor With respect to claims made by a third party, Owner shall retain counsel reasonably acceptable to the Indemnified Party with respect to any claims or demands for which an Indemnified Party is entitled to be indemnified under this Agreement. Owner will have the right to control the defense and settlement of any claims in a manner not adverse to Indemnified Party but cannot admit any liability or enter into any settlement without Indemnified Party’s approval.
(iiic) Indemnified Party may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Indemnitor Owner does not assume control of the defense, Indemnitor Owner will bear the expense of this counsel.
Appears in 1 contract
Sources: Energy Storage Services Agreement
Indemnification Claims. All claims for indemnification by a Party entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows:
(i) If a claim or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall as promptly as practicable give Notice to the Indemnitor; provided, failure to provide this Notice will relieve Indemnitor only to the extent that the failure actually prejudices Indemnitor.
(ii) Indemnitor will have the right to control the defense and settlement of any claims in a manner not adverse to Indemnified Party but cancan not admit any liability or enter into any settlement without Indemnified Party’s 's approval.
(iii) Indemnified Party may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Indemnitor does not assume control of the defense, Indemnitor will bear the expense of this counsel.
Appears in 1 contract
Indemnification Claims. All claims for indemnification by a Party entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows:
(i1) If a claim or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall as promptly as practicable give Notice to the Indemnitor; provided, however, failure to provide this Notice will relieve Indemnitor only to the extent that the failure actually prejudices Indemnitor.
(ii2) Indemnitor will have the right to control the defense and settlement of any claims in a manner not adverse to Indemnified Party but cancan not admit any liability or enter into any settlement without Indemnified Party’s approval.
(iii3) Indemnified Party may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, however, if counsel is employed due to a conflict of interest or because Indemnitor does not assume control of the defense, Indemnitor will bear the expense of this counsel.
Appears in 1 contract
Sources: Power Purchase and Sale Agreement
Indemnification Claims. All claims for indemnification by a Party entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows:
(i) If a claim or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall as promptly as practicable give Notice to the Indemnitor; provided, failure to provide this Notice will relieve Indemnitor only to the extent that the failure actually prejudices Indemnitor.Indemnitor.
(ii) Indemnitor will have the right to control the defense and settlement of any claims in a manner not adverse to Indemnified Party but cancan not admit any liability or enter into any settlement without Indemnified Party’s approval.
(iii) Indemnified Party may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Indemnitor does not assume control of the defense, Indemnitor will bear the expense of this counsel.
Appears in 1 contract
Indemnification Claims. All claims for indemnification by a Party entitled to be indemnified under this Agreement (an “Indemnified Party”) by the other Party (the “Indemnitor”) will be asserted and resolved as follows:
(i) If a claim or demand for which an Indemnified Party may claim indemnity is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall as promptly as practicable give Notice to the Indemnitor; provided, failure to provide this Notice will relieve Indemnitor only to the extent that the failure actually prejudices Indemnitor.Indemnitor.
(ii) Indemnitor will have the right to control the defense and settlement of any claims in a manner not adverse to Indemnified Party but cannot admit any liability or enter into any settlement without Indemnified Party’s approval.
(iii) Indemnified Party may employ counsel at its own expense with respect to any claims or demands asserted or sought to be collected against it; provided, if counsel is employed due to a conflict of interest or because Indemnitor does not assume control of the defense, Indemnitor will bear the expense of this counsel.
Appears in 1 contract