Common use of By Owner Clause in Contracts

By Owner. Owner shall defend, indemnify and hold harmless Contractor, each of the Subcontractors and any Person acting for or on behalf of Contractor and their respective employees, agents, partners, Affiliates, shareholders, members, directors, officers, managers and permitted assigns (each, a “Contractor Indemnitee”), from and against the following: (a) all Losses from third-party claims for property damage, personal injury or bodily injury or death arising out of or resulting from (i) any negligent, willful, reckless or otherwise tortious act or omission (including strict liability) of any Owner Party or (ii) breach of this Agreement by Owner; (b) all Losses arising out of or resulting from employers’ liability or workers’ compensation claims filed by any employees or agents of Owner; (c) claims by any Governmental Authority that directly or indirectly arise out of or result from the failure of Owner to pay, as and when due, all Taxes, fees or charges of any kind imposed by any Governmental Authority for which Owner is obligated to pay pursuant to the terms of this Agreement; and (d) without duplication under Section 22.2(c), any and all Losses, including claims for property damage, personal injury or bodily injury or death only with respect to third parties, or claims by a Governmental Authority for remediation or removal of Hazardous Materials, whether or not involving damage to the Project or the Site, arising out of or resulting from the use or Release of Hazardous Materials by an Owner Party whether lawful or unlawful, during the term of this Agreement or the presence of Pre-Existing Contamination (including any obligations that Contractor has assumed in respect thereof pursuant to Section 3.20)). Such use or Release of Hazardous Materials shall include: (1) the presence or existence of Hazardous Materials at the Site brought onto or generated at the Site by Owner; or (2) the Release of a Hazardous Material by an Owner Party, such Hazardous Materials otherwise having been brought onto the Site by Contractor or any Subcontractor in accordance with the terms of this Agreement and all Applicable Laws; and (3) the presence or existence of Hazardous Materials at the Site (except as provided in Section 3.20); and (e) any and all fines, penalties or assessments issued by any Governmental Authority that Contractor may incur as a result of executing any applications at Owner’s request.

By Owner. Owner shall pay to, reimburse, defend, indemnify and hold harmless ContractorCustomer, each its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Customer Indemnitees”) for, from and against any Losses incurred by a Customer Indemnitee arising out of the Subcontractors and (i) any breach by Owner of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Owner made herein or in connection herewith, or (ii) injury, disease, or death of any Person acting for or on behalf damage to or loss of Contractor and any property, fine or penalty, any of which is caused by Owner, its Affiliates or any of their respective employees, agentsrepresentatives, partners, Affiliates, shareholders, members, directors, officers, managers and permitted assigns (each, a “Contractor Indemnitee”), from and against agents or contractors in the following: (a) all Losses from third-party claims for property damage, personal injury or bodily injury or death arising out of or resulting from (i) any negligent, willful, reckless or otherwise tortious act or omission (including strict liability) exercise of any Owner Party of the rights granted hereunder or (ii) breach the handling, storage, transportation or disposal of this Agreement any Materials hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by Owner; (b) all the gross negligence or willful misconduct on the part of the Customer Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors; provided, however, that any Losses for environmental matters arising out of or resulting from employers’ liability or workers’ compensation claims filed by any employees or agents of Owner; (c) claims by any Governmental Authority that directly or indirectly arise out of or result from the full or partial failure of Owner API 653 Tanks prior to paythe applicable API 653 Inspection Date (each as defined in the Asset Purchase Agreement) shall not be included in the indemnity provided in this Section 20.1. Notwithstanding the foregoing, as and when due, all Taxes, fees or charges Owner’s liability to the Customer Indemnitees pursuant to this Section 20.1 shall be net of any kind imposed insurance proceeds actually received by the Customer Indemnitees or any Governmental Authority for which Owner is obligated to pay pursuant to the terms of this Agreement; and (d) without duplication under Section 22.2(c), their respective Affiliates from any and all Losses, including claims for property damage, personal injury or bodily injury or death only Third Party with respect to third partiesor on account of the Loss which is the subject of the indemnification claim. Customer agrees that it shall, and shall cause the other Customer Indemnitees to, (x) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Customer Indemnitees are entitled with respect to or on account of any such Loss, (y) notify Owner of all potential claims by a Governmental Authority against any Third Party for remediation or removal any such insurance proceeds, and (z) keep Owner fully informed of Hazardous Materials, whether or not involving damage to the Project or efforts of the Site, arising out Customer Indemnitees in pursuing collection of or resulting from the use or Release of Hazardous Materials by an Owner Party whether lawful or unlawful, during the term of this Agreement or the presence of Pre-Existing Contamination (including any obligations that Contractor has assumed in respect thereof pursuant to Section 3.20)). Such use or Release of Hazardous Materials shall include: (1) the presence or existence of Hazardous Materials at the Site brought onto or generated at the Site by Owner; or (2) the Release of a Hazardous Material by an Owner Party, such Hazardous Materials otherwise having been brought onto the Site by Contractor or any Subcontractor in accordance with the terms of this Agreement and all Applicable Laws; and (3) the presence or existence of Hazardous Materials at the Site (except as provided in Section 3.20); and (e) any and all fines, penalties or assessments issued by any Governmental Authority that Contractor may incur as a result of executing any applications at Owner’s requestinsurance proceeds.

By Owner. Owner shall pay to, reimburse, defend, indemnify and hold harmless ContractorCustomer, each its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Customer Indemnitees”) for, from and against any Losses incurred by a Customer Indemnitee arising out of the Subcontractors and (i) any breach by Owner of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Owner made herein or in connection herewith, or (ii) injury, disease, or death of any Person acting for or on behalf damage to or loss of Contractor and any property, fine or penalty, any of which is caused by Owner, its Affiliates or any of their respective employees, agentsrepresentatives, partners, Affiliates, shareholders, members, directors, officers, managers and permitted assigns (each, a “Contractor Indemnitee”), from and against agents or contractors in the following: (a) all Losses from third-party claims for property damage, personal injury or bodily injury or death arising out of or resulting from (i) any negligent, willful, reckless or otherwise tortious act or omission (including strict liability) exercise of any Owner Party of the rights granted hereunder or (ii) breach the handling, storage, transportation or disposal of this Agreement any Materials hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by Owner; (b) all the gross negligence or willful misconduct on the part of the Customer Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors; provided, however, that any Losses for environmental matters arising out of or resulting from employers’ liability or workers’ compensation claims filed by any employees or agents of Owner; (c) claims by any Governmental Authority that directly or indirectly arise out of or result from the full or partial failure of Owner API 653 Tanks prior to paythe applicable API 653 Inspection Date (each as defined in the Asset Purchase Agreement) shall not be included in the indemnity provided in this Section 23.1(a). Notwithstanding the foregoing, as and when due, all Taxes, fees or charges Owner’s liability to the Customer Indemnitees pursuant to this Section 23.1(a) shall be net of any kind imposed insurance proceeds actually received by the Customer Indemnitees or any Governmental Authority for which Owner is obligated to pay pursuant to the terms of this Agreement; and (d) without duplication under Section 22.2(c), their respective Affiliates from any and all Losses, including claims for property damage, personal injury or bodily injury or death only Third Party with respect to third partiesor on account of the damage or injury which is the subject of the indemnification claim. Customer agrees that it shall, and shall cause the other Customer Indemnitees to, (x) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Customer Indemnitees are entitled with respect to or on account of any such damage or injury, (y) notify Owner of all potential claims by a Governmental Authority against any Third Party for remediation or removal any such insurance proceeds, and (z) keep Owner fully informed of Hazardous Materials, whether or not involving damage to the Project or efforts of the Site, arising out Customer Indemnitees in pursuing collection of or resulting from the use or Release of Hazardous Materials by an Owner Party whether lawful or unlawful, during the term of this Agreement or the presence of Pre-Existing Contamination (including any obligations that Contractor has assumed in respect thereof pursuant to Section 3.20)). Such use or Release of Hazardous Materials shall include: (1) the presence or existence of Hazardous Materials at the Site brought onto or generated at the Site by Owner; or (2) the Release of a Hazardous Material by an Owner Party, such Hazardous Materials otherwise having been brought onto the Site by Contractor or any Subcontractor in accordance with the terms of this Agreement and all Applicable Laws; and (3) the presence or existence of Hazardous Materials at the Site (except as provided in Section 3.20); and (e) any and all fines, penalties or assessments issued by any Governmental Authority that Contractor may incur as a result of executing any applications at Owner’s requestinsurance proceeds.

By Owner. To the fullest extent permitted by Applicable Law, Owner shall protect, defend, indemnify and indemnify, hold harmless Contractor, and release each member of the Subcontractors and any Person acting for or on behalf of Contractor and their respective employees, agents, partners, Affiliates, shareholders, members, directors, officers, managers and permitted assigns Service Provider Group (each, a “Contractor IndemniteeService Provider Indemnified Parties”), ) from and against the following: (a) all Losses from third-party claims for property damage, personal injury or bodily injury or death Claims arising out of or resulting from (a) the gross negligence or willful misconduct of Owner, Owner’s Affiliates, or its or their directors, officers, employees, agents, contractors, subcontractors or consultants (the “Owner Group”) under this Agreement, or (b) any (i) any negligent, willful, reckless or otherwise tortious act or omission personal injury (including strict liabilityillness, bodily injury or death) of any member of the Owner Party Group or (ii) breach loss, damage to or destruction or loss of this Agreement by Owner; (b) all Losses arising out use of the Refinery or resulting from employers’ liability Owner Group furnished items or workers’ compensation claims filed any other property owned or leased by any employees or agents member of Owner; (c) claims by any Governmental Authority that directly or indirectly arise out of or result from the failure of Owner to pay, as and when due, all Taxes, fees or charges of any kind imposed by any Governmental Authority for which Owner is obligated to pay pursuant to the terms of this Agreement; and (d) without duplication under Section 22.2(c), any and all Losses, including claims for property damage, personal injury or bodily injury or death only with respect to third parties, or claims by a Governmental Authority for remediation or removal of Hazardous MaterialsGroup, whether or not involving damage caused by the fault or negligence or gross negligence, sole or concurrent, active or passive, of any Service Provider Indemnified Party or any other Person, and under any theory of recovery whatsoever. Notwithstanding the foregoing, Owner’s indemnity shall not apply to the Project or the Site, arising out of or resulting from the use or Release of Hazardous Materials by an Owner Party whether lawful or unlawful, during the term of this Agreement or the presence of Pre-Existing Contamination (including any obligations that Contractor has assumed in respect thereof pursuant to Section 3.20)). Such use or Release of Hazardous Materials shall include: (1) the presence or existence of Hazardous Materials at the Site brought onto or generated at the Site by Owner; or (2) the Release part of a Hazardous Material Claim satisfied by an Owner Partyinsurance maintained by or on behalf of Service Provider. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, such Hazardous Materials otherwise having been brought onto the Site by Contractor or any Subcontractor in accordance with the terms of this Agreement and all Applicable Laws; and THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING INDEMNIFICATION AND RELEASE SHALL APPLY EVEN IF SERVICE PROVIDER OR ANY OF THE SERVICE PROVIDER INDEMNIFIED PARTIES ARE NEGLIGENT (3WHETHER SOLE OR CONCURRENT) the presence or existence of Hazardous Materials at the Site (except as provided in Section 3.20); and (e) any and all fines, penalties or assessments issued by any Governmental Authority that Contractor may incur as a result of executing any applications at Owner’s requestOR STRICTLY LIABLE.

By Owner. Subject to Section 11.1, Owner shall defend, indemnify and hold harmless Contractor, each of the Subcontractors and any Person acting for or on behalf of Contractor and their respective its employees, agents, partners, Affiliates, shareholders, members, directors, officers, managers and permitted assigns (each, a “"Contractor Indemnitee”), Indemnified Person") from and against the following: (a) all Losses arising from third-party claims for property damage, personal injury or bodily injury or death arising out of or resulting from (i) to the extent caused by any negligent, willful, reckless or otherwise tortious act or omission (including strict liability) during the performance by Owner or the Authority of its obligations or failing to perform any Owner Party or (ii) breach of its obligations under this Agreement or any Affiliate, or anyone directly or indirectly employed by Owner;any of them, or anyone for whose acts such Person may be liable; or from performing or failing to perform any of its obligations under this Agreement. (b) all Losses arising from third-party claims, including claims for property damage, personal injury or bodily injury or death that directly or indirectly arise out of or resulting result from employers’ liability the failure of Owner to comply with the terms and conditions of Applicable Laws or workers’ compensation claims filed by any employees or agents of Ownerapplicable Governmental Approvals; (c) all Losses arising from claims by any Governmental Authority that directly or indirectly arise out of or result from the failure of Owner to pay, as and when due, all Taxes, fees or charges of any kind imposed by any Governmental Authority for which Owner is obligated to pay make payment pursuant to the terms of this Agreement; and; (d) without duplication under Section 22.2(c)all Losses that directly arise out of or result from employers’ liability or workers’ compensation claims filed by any employees or agents of Owner, regardless of negligence of Contractor or any and Contractor Indemnified Person contributing to such Losses; (e) all Losses, including claims for property damage, personal injury or bodily injury or death only with respect to third parties, (including emotional distress) that directly or claims by a Governmental Authority for remediation or removal of Hazardous Materials, whether or not involving damage to the Project or the Site, arising indirectly arise out of or resulting from the use or Release of Hazardous Materials by an Owner Party whether lawful or unlawful, during the term of this Agreement or the presence of Pre-Existing Contamination (including any obligations that Contractor has assumed in respect thereof pursuant to Section 3.20)). Such use or Release of Hazardous Materials shall includeresult from: (1i) the presence or existence of Hazardous Materials at the any Site brought onto or generated at the Site by OwnerOwner or any contractor of Owner (other than Contractor); or (2ii) the Release unlawful release or spill by Owner or its Affiliates of a Hazardous Material by an Owner PartyMaterials, such Hazardous Materials otherwise having been brought onto the Site by Contractor or any Subcontractor in accordance with the terms of this Agreement and all Applicable Laws; and (3) the presence or existence of Hazardous Materials at the Site (except as provided in Section 3.20); and (ef) any and all fines, penalties or assessments issued by any Governmental Authority that Contractor may incur as a result of executing any applications to such Governmental Authority at Owner’s requestrequest when such applications don’t relate to Governmental Approvals which are Contractor’s responsibility under this Agreement.

By Owner. Subject to Section 11.1, Owner shall defend, indemnify and hold harmless Contractor, each of the Subcontractors and any Person acting for or on behalf of Contractor and their respective its employees, agents, partners, Affiliates, shareholders, members, directors, officers, managers and permitted assigns (each, a “"Contractor Indemnitee”), Indemnified Person") from and against the following: (a) all Losses arising from third-party claims for property damage, personal injury or bodily injury or death arising out of or resulting from (i) to the extent caused by any negligent, willful, reckless or otherwise tortious act or omission (including strict liability) during the performance by Owner of its obligations or failing to perform any Owner Party or (ii) breach of its obligations under this Agreement or any Affiliate, or anyone directly or indirectly employed by Ownerany of them, or anyone for whose acts such Person may be liable; (b) all Losses arising from third-party claims, including claims for property damage, personal injury or bodily injury or death that directly or indirectly arise out of or resulting result from employers’ liability the failure of Owner to comply with the terms and conditions of Applicable Laws or workers’ compensation claims filed by any employees or agents of Ownerapplicable Governmental Approvals; (c) all Losses arising from claims by any Governmental Authority that directly or indirectly arise out of or result from the failure of Owner to pay, as and when due, all Taxes, fees or charges of any kind imposed by any Governmental Authority for which Owner is obligated to pay make payment pursuant to the terms of this Agreement; and; (d) without duplication under Section 22.2(c)all Losses that directly arise out of or result from employers’ liability or workers’ compensation claims filed by any employees or agents of Owner, regardless of negligence of Contractor or any and Contractor Indemnified Person contributing to such Losses; (e) all Losses, including claims for property damage, personal injury or bodily injury or death only with respect to third parties, (including emotional distress) that directly or claims by a Governmental Authority for remediation or removal of Hazardous Materials, whether or not involving damage to the Project or the Site, arising indirectly arise out of or resulting from the use or Release of Hazardous Materials by an Owner Party whether lawful or unlawful, during the term of this Agreement or the presence of Pre-Existing Contamination (including any obligations that Contractor has assumed in respect thereof pursuant to Section 3.20)). Such use or Release of Hazardous Materials shall includeresult from: (1i) the presence or existence of Hazardous Materials at the any Site brought onto or generated at the Site by OwnerOwner or any contractor of Owner (other than Contractor); or (2ii) the Release unlawful release or spill by Owner or its Affiliates of a Hazardous Material by an Owner PartyMaterials, such Hazardous Materials otherwise having been brought onto the Site by Contractor or any Subcontractor in accordance with the terms of this Agreement and all Applicable Laws; and (3) the presence or existence of Hazardous Materials at the Site (except as provided in Section 3.20); and (ef) any and all fines, penalties or assessments issued by any Governmental Authority that Contractor may incur as a result of executing any applications to such Governmental Authority at Owner’s requestrequest when such applications don’t relate to Governmental Approvals which are Contractor’s responsibility under this Agreement.