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8.A. - Page 143
<br /> Schedule 1
<br /> 13. Indemnification
<br /> 13.1 To the fullest extent permitted by law, each Party ("Indemnifying Party") shall
<br /> defend, indemnify and hold harmless, with counsel of its own choosing (subject to terms of the
<br /> next paragraph), the other Party, and its permitted successors and assigns, and their elective or
<br /> appointive board, officers, directors, employees, agents, affiliates and representatives (each, an
<br /> "Indemnified Party") from and against any and all claims, liability or losses, including but not
<br /> limited to those losses arising from(i) personal injury or death, (ii)damage to property, (iii)taxes
<br /> for which the Indemnifying Party is responsible under this License, (iv) fines or penalties payable
<br /> by the Indemnified Party,or(v)any other actions resulting in damages,losses or liabilities to the extent
<br /> such losses result from or arise out of or in any way are connected with the Indemnifying Party's
<br /> performance of this License or, in the case of Seller, the design, construction, use, operation,
<br /> maintenance,or removal of the Generating Facility, except as may arise solely from the negligence,
<br /> willful misconduct or violation of law by the Indemnified Party, its officers, employees,
<br /> subcontractors or agents. Notwithstanding the above, an Indemnifying Party shall not be required
<br /> to defend, indemnify and hold harmless an Indemnified Party for the Indemnified Party's own
<br /> negligent acts,omissions or willful misconduct. It is the intent of the Parties that where negligence
<br /> is determined to have been joint or contributory, principles of comparative negligence will be
<br /> followed,and each Party shall bear the proportionate cost of any loss damage,expense or liability
<br /> attributable to that Party's negligence.
<br /> 13.2 If requested by any of the Buyer's Indemnified Parties, Seller shall defend any
<br /> claims, liabilities, or lawsuits at its cost and expense. In an action or claim against Buyer in which
<br /> Seller is required to defend Buyer, Seller shall have reasonable discretion in choosing legal counsel
<br /> retained by Seller to provide Buyer's defense, provided however, that Buyer shall have the right
<br /> to approve such legal counsel, which approval shall not be unreasonably withheld, conditioned or
<br /> delayed. If Seller refuses or fails to undertake or diligently prosecute such defense on behalf of
<br /> Buyer, Buyer will have the right to provide its own defense, and Seller will reimburse Buyer for
<br /> such expenditures, including reasonable attorney's fees and costs. Seller's obligations under this
<br /> section shall exist regardless of concurrent negligence or willful misconduct on the part of Buyer
<br /> or any other person, except as may arise solely from the negligence or solely from the willful
<br /> misconduct of Buyer,its officers,employees or agents,and shall apply without limitation to claims
<br /> and litigation arising under the Americans with Disabilities Act, inverse condemnation, or any
<br /> other statutory or legal theory. All of Seller's obligations under this section are intended to apply
<br /> to the fullest extent permitted by law and shall survive the expiration or sooner termination of this
<br /> Agreement.
<br /> 14. Insurance
<br /> 14.1 Seller shall maintain the policies of insurance in amounts and with coverage as set
<br /> forth in Exhibit E [Insurance Requirements] of the Agreement.
<br /> 15. Taxes and Assessments
<br /> 15.1 It is expressly understood that this License is not exclusive and does not in any way
<br /> whatsoever grant or convey any permanent easement, lease, fee or other interest in the Site to
<br /> Schedule 1 Page J 5
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