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SCHEDULE 2 - STANDARD CONTRACTS <br />18Non-Warranty <br />18.1.The Area EPS Operator does not give any warranty, expressed or implied, as to the <br />adequacy, safety, or other characteristics of any structures, equipment, wires, <br />appliances or devices owned, installed or maintained by the Interconnection <br />Customer, including without limitation the Distributed Energy Resource and any <br />structures, equipment, wires, appliances or devices not owned, operated or <br />maintained by the Area EPS Operator. <br /> <br />19Indemnity <br />19.1.This provision protects each Party from liability incurred to third parties as a result of <br />carrying out the provisions of this Agreement. Liability under this provision is exempt <br />from the general limitations on liability found in Section 17. <br /> <br />19.2.The Parties shall at all times indemnify, defend, and hold the other Party harmless <br />from, any and all damages, losses, claims, including claims and actions relating to <br />injury to or death of any person or damage to property, demand, suits, recoveries, <br />costs and expenses, court costs, attorney fees, and all other obligations by or to third <br />obligations under this Agreement on behalf of the indemnifying Party, except in cases <br />of gross negligence or intentional wrongdoing by the indemnified Party. <br /> <br />19.3.If an indemnified person is entitled to indemnification under this article as a result of <br />a claim by a third party, and the indemnifying Party fails, after notice and reasonable <br />opportunity to proceed under this article, to assume the defense of such claim, such <br />indemnified person may at the expense of the indemnifying Party contest, settle or <br />consent to the entry of any judgment with respect to, or pay in full, such claim. <br /> <br />19.4.If an indemnifying party is obligated to indemnify and hold any indemnified person <br />harmless under this article, the amount owing to the indemnified person shall be the <br />recovery. <br /> <br />19.5.Promptly after receipt by an indemnified person of any claim or notice of the <br />commencement of any action or administrative or legal proceeding or investigation <br />as to which the indemnity provided for in this article may apply, the indemnified <br />person shall notify the indemnifying party of such fact. Any failure of or delay in such <br />delay is materially prejudicial to the indemnifying party. <br /> <br />Municipal Minnesota Interconnection Agreement _ January 2019 13 <br /> <br />113 <br />