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8.A. - Page 47 <br /> (v) Obligations (if any) to repair damage caused by either Party (13.27) <br /> (vi) Obligations to retain records and provide access to same (13.28) <br /> (vii) Restriction regarding use of Buyer's name for commercial purposes <br /> (13.34) <br /> (viii) This provision, section 10.5. <br /> 10.6 Indemnification <br /> To the fullest extent permitted by law, each Party ("Indemnifying Party") shall defend, <br /> 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 <br /> elective or appointive board, officers, directors, employees, agents, affiliates and <br /> representatives (each, an "Indemnified Party") from and against any and all claims, <br /> liability or losses, including but not limited to those losses arising from (i) personal injury <br /> or death,(ii)damage to property,(iii)taxes for which the Indemnifying Party is responsible <br /> under this Agreement, (iv) fines or penalties payable by the Indemnified Party, or(v)any <br /> other actions resulting in damages, losses or liabilities to the extent such losses result from <br /> or arise out of or in any way are connected with the Indemnifying Party's performance of <br /> this Agreement or, in the case of Seller, the design, construction, use, operation, <br /> maintenance, or removal of a 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 <br /> required to defend, indemnify and hold harmless an Indemnified Party for the <br /> Indemnified Party's own negligent acts, omissions or willful misconduct. It is the intent of <br /> the Parties that where negligence is determined to have been joint or contributory, <br /> principles of comparative negligence will be followed, and each Party shall bear the <br /> proportionate cost of any loss damage, expense or liability attributable to that Party's <br /> negligence. <br /> The Indemnifying Party shall defend any claims, liabilities, or lawsuits at its cost and <br /> expense. The Indemnifying Party shall defend the Indemnified Party by counsel <br /> (including insurance counsel) of the Indemnifying Party's selection reasonably <br /> satisfactory to the Indemnified Party, with respect to any claims within the <br /> indemnification obligations hereof. The Parties shall give each other prompt written <br /> notice of any asserted claims or actions indemnified against hereunder and shall <br /> cooperate with each other in the defense of any such claims or actions. No Indemnified <br /> Party shall take any action relating to such claims or actions within the indemnification <br /> obligations hereof without the prior written consent of the Indemnifying Party, which <br /> consent shall not be unreasonably withheld, and no Indemnifying Party shall settle any <br /> such claims without the Indemnified Party's prior written consent, unless the settlement <br /> includes a full and unconditional release of claims against the Indemnified Party. <br /> AT1Y/AGR/2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV:01-21-15 MLG <br /> Page 39 of 55 <br />