Common use of THE RESPONSIBILITY OF THE PARTIES Clause in Contracts

THE RESPONSIBILITY OF THE PARTIES. 7.1. THE LESSOR shall keep the LESSEE unscathed by any obligation assigned to it due to the DGS, the land used, the execution of this Agreement and the implementation of the DGS, LESSOR must reimburse the LESSEE, in full, including by means of additional indemnification, due to any fine, penalty or penalty that is imputed to it, including, but not limited to, all costs proven for its defense in any administrative procedures and / or legal proceedings, provided that the fact follows any of these aspects, including, but not limited to, the implementation, maintenance and operation of the DGS. 7.2. LESSOR shall keep the LESSEE unscathed and reimburse him, in full and to the extent of its liability, for any and all damages and/or losses caused in the following cases: a) ▇▇▇▇▇ considers that the DGSs do not comply with the provisions of the current regulations, and have been imposing a fine and/or penalty on the LESSEE, including, but not limited to those provided for in ▇▇▇▇▇ Normative Resolution No.: 846/2019 and ▇▇▇▇▇ Normative Resolution No.: 414/2010, provided that the fact results from failures of a strictly technical operational nature for the correct functioning of the GGDs, related to the execution of this Contract, that is, the maintenance and/or operation of the GDS, and also: b) Arising from any non-compliance with labor, civil, social and environmental obligations; c) Losses, charges, liens, arrests, requests for unavailability or equivalent constrictions, encumbrances and/or expenses related to claims, proceedings and any disputes brought by, on behalf of or involving the LESSEE and that are related to facts, events and/or circumstances subject to this Agreement and arising from obligations assumed by THE LESSOR; d) Any damages caused by the LESSOR to the LESSEE, arising from the action or omission of its employees and agents of the LESSOR, in the provision of the DGS; e) Any loss that the DGS may, possibly, cause to the LESSEE, to third parties or to the transmission and distribution network of the Local Concessionaires. 7.3. Liability for regulatory and tax/tax obligations arising from the Agreements shall be assumed by each Party, in accordance with and to the extent of their respective responsibilities under the Agreements. 7.3.1. The LESSOR shall reimburse the LESSEE for any and all tax assessments drawn up by the federal, state or municipal tax authorities, in relation to taxes, fines and moratorium increases, which are imposed on him due to non-collection of taxes or non-compliance with ancillary obligations arising from the contracted object, as a principal taxpayer, substitute, joint and several or responsible, being already the LESSEE authorized to make the payment of any assessments, charges, charges, notifications or similar, that have promoted against him, being guaranteed the right to immediate reimbursement, by the LESSOR, of all the amount spent, in a single installment, within a maximum of 5 (five) days from the notification of the LESSEE in this regard. 7.4. The LESSOR shall be responsible, directly or regressively, solely and exclusively, for the employment contracts of its employees, fully bearing the resulting salaries, labor, insurance and social security charges, which are levied or which will be levied directly or indirectly on the cost of labor, also responding for any labor defaults in which it may be incurred, and the LESSEE's solidarity or subsidiarity cannot be argued, therefore, there is no employment link between the LESSOR's employees, agents, contractors and / or subcontractors, maintaining the LESSEE unscathed by any and all obligations attributed to him due to the DGS operation, and the LESSOR shall fully reimburse the LESSEE, due to any fine, penalty or sanction that will be imputed to him after being final and unappealable, including, but not limited to, limiting itself to reasonable costs for its defense in any administrative procedures rations and / or lawsuits, cases in which the LESSEE must immediately inform the LESSOR upon his service in order to enable it to integrate the passive pole of the demand, to present its considerations, guarantee the judgment (if and when applicable ) and directly bear any possible judicial condemnation arising therefrom. 7.5. Obligations to maintain and disclaim liability and to recompose property in this Agreement include, but are not limited to imposing on the Party having the duty to indemnify ("Responsible Party") the duty to: (i) take all lawful measures, objectively possible and necessary to replace the party entitled to indemnification ("Indemnified Party") and/or to prevent the Indemnified Party from any proceedings, proceedings or disputes initiated against the Indemnified Party by any party, extraordinary procedural substitutes in any capacity, legitimized, by competent regulatory authorities or processes or procedures that have cause to seek or object related to any facts, events and/or circumstances subject to this Agreement; (ii) assume the defense or, at the discretion of the Indemnified Party, bear all expenses arising from the defense of the Indemnified Party in any and all claims of third parties, and it is certain that in any event (ii.a) it shall refrain and cause all to abstain, to assign responsibility to the Indemnified Party; and (ii.b) submit, at least two (2) days in advance, to the approval of the Indemnified Party, which shall not be unreasonably denied, any petition, reasoned or communication to be submitted; (iii) directly pay for or reimburse the Indemnified Party for the proven and reasonable amounts paid as a result of irrevocable administrative and/or judicial orders and/or convictions, including penalties, in connection with third party claims; (iv) reimburse the Indemnified Party for reasonable expenses proven to be borne in relation to the demands of third parties; and (v) take all necessary measures to present, maintain and/or enforce guarantees, securities, guarantees or equivalent ("Guarantees") or to have third parties present, maintain and/or enforce Guarantees, on behalf of the Indemnified Party in third party's claims. 7.6. It is adjusted between the Parties that both LESSOR and LESEE will be liable for the direct damages that are proven to cause the Opposing Party, which are related to the execution of the Distributed Generation project and shall not in any case answer for indirect damages.

THE RESPONSIBILITY OF THE PARTIES. 7.1. THE LESSOR The CONTRACTOR shall keep the LESSEE CONTRACTING PARTY unscathed by for any obligation assigned and all obligations attributed to it due to failures in the DGS, operation and maintenance of the DGS as well as the land used, due to the execution performance of this Agreement Contract, and the implementation of CONTRACTOR shall fully refund the DGS, LESSOR must reimburse the LESSEE, in fullCONTRACTING PARTY, including by for means of additional indemnificationsupplementary indemnity, due to any fine, penalty or penalty that is imputed sanction attributed to it, including, but not limited to, all costs costs, proven for its defense in any eventual administrative procedures and / or legal proceedings. 7.2. The CONTRACTOR shall keep the CONTRACTING PARTY unscathed and fully reimburse him, provided in the event that ▇▇▇▇▇ considers that the fact follows any of these aspectsDGS is not being operated in accordance with the current regulation, and will apply a fine and / or penalty to the CONTRACTING PARTY, including, but not limited to, the implementation, maintenance and operation of the DGS. 7.2. LESSOR shall keep the LESSEE unscathed and reimburse him, in full and to the extent of its liability, for any and all damages and/or losses caused in the following cases: a) ▇▇▇▇▇ considers that the DGSs do not comply with the provisions of the current regulations, and have been imposing a fine and/or penalty on the LESSEE, including, but not limited to those provided for in ▇▇▇▇▇ Normative Resolution No.: . 846/2019 and in ▇▇▇▇▇ Normative Resolution No.: . 414/2010, provided that the fact results arises from failures of a strictly technical operational nature for the correct functioning of the GGDsDGS, related to the execution of this ContractAgreement, that is, the maintenance and/or and / or operation of the GDSDGS, and alsoand: b(a) Arising from any non-compliance with obligations of a labor, civil, social security and environmental obligationsnature; c(b) Losseslosses, charges, liens, arrests, requests for unavailability or equivalent constrictions, encumbrances and/or expenses related to claims, proceedings and any disputes brought by, on behalf of or involving the LESSEE CONTRACTING PARTY and that are related to facts, events and/or circumstances subject to this Agreement and arising from obligations assumed by THE LESSORthe CONTRACTOR; d(c) Any any damages or losses caused by the LESSOR CONTRACTOR to the LESSEECONTRACTING PARTY, arising from the action or omission of its employees and agents of the LESSORCONTRACTOR, in the provision execution of the DGSContract; e(d) Any any loss or injury that the DGS may, possiblyif necessary, cause to the LESSEECONTRACTING PARTY, to third parties or to the transmission and distribution network of the Local Concessionaires. 7.3. Liability for regulatory and tax/tax obligations arising from the Agreements Agreement shall be assumed by each Party, in accordance with and to the extent of their respective responsibilities liabilities assumed under the Agreements. 7.3.1. The LESSOR CONTRACTOR shall reimburse the LESSEE CONTRACTING PARTY for any and all tax assessments drawn up issued by the federal, state or municipal tax authorities, in relation to taxes, fines and moratorium increasesarrears, which are imposed on him due to it as a result of non-collection payment of taxes or non-compliance with ancillary accessory obligations arising from the contracted object, as a principal the main taxpayer, substitute, joint and several solidary or responsible, the CONTRACTING PARTY being already the LESSEE hereby authorized to make the payment of pay any assessments, chargescollections, charges, notifications or similarthe like, that which have been promoted against him, being guaranteed the right to immediate reimbursementrefund, by the LESSORCONTRACTOR, of all the entire amount spent, in a single installment, within a maximum period of 5 (five) days from the notification of the LESSEE CONTRACTING PARTY in this regardsense. 7.4. The LESSOR CONTRACTOR shall be responsible, directly or regressively, solely and exclusively, for the employment contracts of its employees, fully bearing the resulting salarieswages, labor, insurance and social security chargescharges arising, which are levied or which will be levied directly or indirectly on the cost of labor, also responding for any labor defaults in which it that may be incurredincur, and the LESSEE's CONTRACTING PARTY’s solidarity or subsidiarity cannot be argued, therefore, there is no employment link between the LESSOR's employees, agents, contractors and / or subcontractors, maintaining the LESSEE CONTRACTING PARTY unscathed by any and all obligations attributed to him due to the DGS operationoperation of the DGS, and the LESSOR shall CONTRACTOR being required to fully reimburse refund the LESSEE, CONTRACTING PARTY due to any fine, penalty or sanction that will be imputed to is imposed upon him after being final and unappealablein res judicata, including, but not limited tolimiting itself, limiting itself to reasonable costs for its defense in any eventual procedural administrative procedures rations proceedings and / or lawsuitslegal proceedings, cases in which the LESSEE CONTRACTING PARTY must immediately inform the LESSOR CONTRACTOR upon his service citation / notification in order to enable it to integrate be included in the passive pole of the demand, to present its considerations, guarantee the judgment (if and when applicable applicable) and directly bear any possible eventual judicial condemnation arising therefromresulting from. 7.5. Obligations to maintain and disclaim liability and to recompose property in this Agreement include, but are not limited to imposing on the Party having that has the duty obligation to indemnify ("“Responsible Party"”) the duty to: (i) take all lawful measures, objectively possible and necessary to replace the party entitled to indemnification ("“Indemnified Party"”) and/or to prevent have the Indemnified Party excluded from any proceedings, proceedings or disputes initiated against the Indemnified Party by any party, extraordinary procedural substitutes in any capacity, legitimized, by competent regulatory authorities or processes or procedures that have cause to seek or object related to any facts, events and/or circumstances subject to this Agreement; (ii) assume the defense or, at the discretion of the Indemnified Party, bear all expenses arising from the defense of the Indemnified Party in any and all claims of third parties, and it is certain that in any event (ii.a) it shall refrain and cause all to abstain, to assign responsibility to the Indemnified Party; and (ii.b) submit, at least two (2) days in advance, to the approval of the Indemnified Party, which shall not be unreasonably denied, any petition, reasoned or communication to be submitted; (iii) directly pay for or reimburse the Indemnified Party for the proven and reasonable amounts paid as a result of irrevocable administrative convictions and/or judicial orders and/or convictionscourt orders, including penalties, issued in connection with third party claims; (iv) reimburse the Indemnified Party for reasonable expenses proven to be borne in relation to the demands of third parties; and (v) take all necessary measures to present, maintain and/or enforce guarantees, securities, guarantees or equivalent ("“Guarantees"”) or to have third parties present, maintain and/or enforce Guarantees, on behalf of the Indemnified Party in third party's ’s claims. 7.6. It is adjusted agreed between the Parties that both LESSOR the CONTRACTING PARTY and LESEE the CONTRACTOR will be liable responsible for the direct damages that are proven to cause the Opposing Contrary Party, which are related to the execution of the Distributed Generation project and shall project, not in being responsible, under any case answer circumstances, for indirect damages....