Off-island ppa
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Third Parties. This Agreement is intended solely for the benefit of the Parties herein. Nothing in this Agreement shall be construed to create any duty to, or standard of care with reference to, or any liability to, any Person not a Party to this Agreement. Agency. This Agreement shall not be interpreted or construed to create an association, joint venture, or partnership between the Parties or to impose any partnership obligation or liability upon either Party, except as provided for herein. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or be an agent or representative of, or to otherwise bind, the other Party. Severability. If any term or provision of this Agreement or the application thereof to any Party, or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to Persons or circumstances other than those as to which it is invalid or unenforceable, shall not be effected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Legal Requirements. Negotiated Agreement. This Agreement shall be considered for all purposes as prepared through the joint efforts of the Parties and shall not be construed against any one Party or the other as a result of the preparation, substitution or other event of negotiation, drafting or execution hereof. Local Workers. To the extent possible and subject to the collective bargaining agreement of Seller and/or its Affiliates, if any, Seller shall make a good faith effort given its commercial requirements to hire local workers during construction of that portion of the Controllable Cable in New York State and as permanent employees for the operation of the Controllable Cable and performance of Seller’s obligations in New York State under the terms of this Agreement. Notwithstanding the foregoing, Seller shall be responsible to manage relations among Seller, its Affiliates, its contractors and subcontractors and local unionized workforce and other local workers. Currency. All references to “dollar(s)”, “US$” or “$” in this Agreement shall refer to United States dollars (US$). Indemnification.In addition to all other sums due hereunder or provided for in this Agreement, each Party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other Party and its affiliates and each of its officers, directors, agents, employees, subsidiaries, partners, members, attorneys, accountants and controlling persons (each, an “Indemnified Party”) to the fullest extent permitted by Legal Requirements from and against any and all losses, claims, damages, expenses (including, without limitation, reasonable fees, disbursements and other charges of outside counsel and costs of investigation incurred by an Indemnified Party) or other liabilities, losses, or diminution in value (collectively, “Liabilities”) resulting from or arising out of any breach of any representation or warranty, covenant or agreement of the Indemnifying Party in this Agreement, or the other documents; provided, however, that no Indemnifying Party shall be liable under this Section 18.17 to an Indemnified Party to the extent that such Liabilities resulted principally from the willful misconduct or negligence of such Indemnified Party; provided, further, that if and to the extent that such indemnification is unenforceable for any reason, the Indemnifying Party shall make the maximum contribution to the payment and satisfaction of such Liabilities that shall be permissible under applicable Legal Requirements. In connection with the obligation of Indemnifying Party to indemnify for expenses as set forth above, Indemnifying Party further agrees, upon presentation of appropriate invoices containing reasonable detail, to reimburse, without duplication, each Indemnified Party for all such expenses (including, without limitation, reasonable fees, disbursements and other charges of counsel and costs of investigation incurred by an Indemnified Party in any action or proceeding between an Indemnified Party (or Indemnified Parties) and any third party or otherwise) as they are incurred by such Indemnified Party; provided, however, that if an Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities in question resulted solely from the willful misconduct or negligence of such Indemnified PartyEach Indemnified Party under this Section 18.17 will, promptly after the receipt of written notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Indemnifying Party under this Section 18.17, notify Indemnifying Party in writing of the commencement thereof. The failure of any Indemnified Party to so notify Indemnifying Party of any such action shall not relieve Indemnifying Party from any liability which it may have to such Indemnified Party unless, and then only to the extent that, such omission results in Indemnifying Party being materially prejudiced thereby. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify Indemnifying Party of the commencement thereof, Indemnifying Party shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which Indemnifying Party or any of its affiliates, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at Indemnifying Party expense and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided however, that in no event shall Indemnifying Party be required to pay fees and expenses under this Section 19.17 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Indemnifying Party agrees that it will not, without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Indemnifying Party shall not be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.Directory: proposals proposals -> Title 157 State Fire Marshal Chapter 8 permissible fireworks in the state of nebraska for 2008 2009 proposals -> Online Course Proposal Form proposals -> Course Title & Number: Bus 14 Business Communication Faculty Name: Melissa Patterson Course Delivery Method (check one) proposals -> IPad/Mobile Learning Strategies: iLearn, iPractice, and iEvaluate proposals -> Computational X: Integrating Computational Thinking across Disciplines Austin Cory Bart, Dennis Kafura proposals -> Title 435 private detective licensing act numerical table of contents proposals -> Bif 400 – Bioinformatics Senior Seminar Generic Syllabus proposals -> Contact Information 1102 Education Tower Download 0.54 Mb. Share with your friends:
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