Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. The Company shall defend, indemnify and hold harmless the Operator Parties, their respective Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Operator Indemnitees”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Company Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Company. The Company shall defend, indemnify and hold harmless the Operator PartiesOperator, their respective its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Operator Indemnitees”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Company Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties or the Company Designee (including any Supplier Inspector or Company Inspector) while at on the TerminalOperator’s property, (c) any failure by the Company, the Company PartiesDesignee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company, the Company PartiesDesignee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors in the exercise of any of the rights or obligations granted hereunder or the refining, transportation, handling and refining or storage of any crude oil Products hereunder, except to the extent of the Operator’s obligations under Section 14.1 18.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 18.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Manager, the Representatives, the officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentsmanagers, contractorspartners, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any breach of its assets (but specifically excluding from such indemnity by the Company Parties any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Lawcovenants, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injurygross negligence), (ii) notify their status as Members, Managers, Representatives, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member, manager or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party. For the purposes of this Section 14.2, officers, directors, members, managers, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The (a)The Company shall defendshall, to the maximum extent permitted by applicable law, indemnify and hold harmless all Related Persons and the Operator PartiesCompany and each Member shall release each Related Person, their respective Affiliatesto the fullest extent permitted by applicable law, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Operator Indemnitees”) from and against any Liabilities directly and all Damages, including, without limitation, Damages incurred in investigating, preparing or indirectly arising out of (a) defending any breach by the Company Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties action (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspectoraction to enforce this Section 6.8), agents claim, suit, inquiry, proceeding, investigation or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of appeal taken from any of the rights foregoing by or obligations hereunder before any court or other Governmental Authority, whether pending or threatened, whether or not a Related Person is or may be a party thereto, which, in the good faith judgment of the Managers, arise out of, relate to or are in connection with this Agreement or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent nature of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part purpose of the Operator Indemniteesbusiness, their Affiliates the management or any conduct of their respective employees, representatives, agents the business or contractors. Notwithstanding affairs of the foregoingManagers, the Company’s liability to , any other Person in which the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees Company has a direct or indirect interest or any of their respective Affiliates from (including, without limitation, actions taken or not taken by any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account Related Person as a director of any such damage or injury, (ii) notify Person in which the Company has a direct or indirect interest or any Affiliates of all potential claims against such Person or activities of any third party Related Person which relate to the offering and selling of Member Interests), except for any such Damages that are finally found by a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or intentional misconduct of, or material breach of this Agreement or knowing violation of a law, other than related to Cannabis, by the Person seeking indemnification. If any Related Person is entitled to indemnification from any source other than the Company, including, without limitation or any insurance proceedspolicy by which such Person is covered, then the Managers shall use their reasonable best efforts to cause such Related Person to seek indemnification from such other source simultaneously while seeking indemnification from the Company, and (iii) keep the amount recovered by such Related Person from such other source shall reduce the amount of the Company's indemnification hereunder. Such attorneys’ fees and expenses shall, in the sole discretion of the Managers, be paid by the Company fully informed as they are incurred upon receipt, in each case, of a written undertaking by or on behalf of the efforts Related Person on whose behalf such expenses are incurred to repay such amounts if it is finally adjudicated by a court of the Operator Indemnitees in pursuing collection of such insurance proceedscompetent jurisdiction that indemnification is not permitted by law or this Agreement.

Indemnification by Company. The Company shall defendagrees to defend Customer, indemnify and hold harmless the Operator Parties, their respective AffiliatesAffiliates of Customer, and their respective directors, officers, employees, representatives, agents, contractors, successors employees and permitted assigns agents (collectively, the “Operator Customer Indemnitees”) ), and shall indemnify and hold harmless the Customer Indemnitees, from and against any Liabilities directly Losses and Claims brought against any Customer Indemnitee by a Third Party to the extent resulting from or indirectly arising out relating to: (i) Defects with the Product, other than caused by Customer, and excluding Losses and Claims to the extent attributable to any failure or delay by Customer in taking all necessary actions to mitigate such Losses and Claims, (ii) infringement, misappropriation, or violation by a Customer Indemnity based solely upon the sale or import of the Product as and in the form provided by Company, of any Intellectual Property Rights of a Third Party, (aiii) any breach by the Company Parties of any covenant of its representations or agreement contained herein warranties or made in connection herewith obligations pursuant to this Agreement, or (iv) the gross negligence or willful misconduct of Company or any representation Affiliate of Company, and in all cases excluding all Losses and Claims to the extent attributable to any failure or warranty delay by Customer in taking reasonable actions to mitigate such Losses and Claims . For clarity, Company shall have no obligations under this Section 8(b) to the extent any Losses and Claims arise out of or relate to the modification of the Company Parties made herein or in connection herewith proving to be false or misleadingProducts by anyone other than Company, (b) any personal injury incurred by any representative the misuse of the Company Parties Products (including any Company Inspector) while at Commercialization of the Terminal, (c) any failure by Products outside of the Company Parties, their respective Affiliates Field or any of their respective employees, representatives (including any Company Inspectorthe Territory), agents or contractors to comply the combination of the Products with or observe any Applicable Lawhardware, products, or (d) injury, diseaseservices not provided by Company or embedding or incorporating the Products into any products of Customer, or death Customer’s gross negligence or willful misconduct or breach of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives this Agreement (including any Company Inspector), agents or contractors in the exercise of any all of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except foregoing being subject to the extent of the OperatorCustomer’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceeds8(a)).

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Managers, the officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentspartners, contractors, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any breach of its assets (but specifically excluding from such indemnity by the Company Parties any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Lawcovenants, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injurygross negligence, (ii) notify their status as Members, Managers, representatives, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party. For the purposes of this Section 14.2, officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The Company shall defendindemnify, indemnify defend and hold harmless the Operator Parties, their respective Affiliates, Contractor and its Affiliates and their respective officers, directors, partners, managers, members, employees and agents, from any and all Costs sustained or incurred by or asserted against Contractor and/or its Affiliates, and/or their respective officers, employeesdirectors, representativespartners, managers, members, employees and/or agents, contractors, successors and permitted assigns (collectively, the “Operator Indemnitees”) from and against by any Liabilities directly Person by reason of or indirectly arising out of of: (ai) any breach of this Agreement by the Company Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, Company; (bii) any personal injury incurred by any representative act of the fraud, willful misconduct or gross negligence of Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective and/or its Affiliates or and/or any of their respective officers, directors, partners, managers, members, employees, representatives agents and/or contractors (including any Company Inspectorother than Contractor, and its Affiliates and its respective contractors), agents ; (iii) personal injury to or contractors to comply with or observe any Applicable Law, or (d) injury, disease, illness or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their or Company’s contractors (excluding Contractor and its Affiliates and its respective Affiliates or any of their respective employees, representatives (including any Company Inspectorcontractors), agents which injury, illness or contractors in death arises out of or is incident to Company’s performance of its obligations under this Agreement; or (iv) Contractor’s performance of Services, including but not limited to the exercise of any performance of the rights or obligations hereunder or Services by the refining, transportation, handling and storage of any crude oil hereunderEmployees, except to the extent of the Operator’s obligations Contractor is required to indemnify Company under Section 14.1 above, and except 5.01 above or said Costs relate to the extent that such injury, disease, death, or damage Contractor’s breach of this Agreement. Contractor shall promptly give written notice to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Company when a claim is made against Contractor and/or its Affiliates or any of and/or their respective employeesofficers, representativesdirectors, partners, managers, members, employees and/or agents or contractors. Notwithstanding the foregoing, the Company’s liability for which indemnity may be owed to the Operator Indemnitees Contractor by Company pursuant to this Section 14.2 5.02. Company shall be net at its own expense participate in defense of such claims, but Contractor shall have the right to employ its own separate counsel. Contractor shall assist Company in the defense of any insurance proceeds actually received claim for which Company owes indemnification hereunder and is undertaking to provide a defense, by making available to Company such records and personnel of Contractor as may be reasonably requested for the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection defense of such insurance proceedsclaim.

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Manager, the Representatives, the officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentsmanagers, contractorspartners, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any breach of its assets (but specifically excluding from such indemnity by the Company Parties any so called "bad boy" guaranties or similar agreements which provide for recourse as a result of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Lawcovenants, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injurygross negligence), (ii) notify their status as Members, Managers, Representatives, employees or officers of the Company, or (iii) the Company's assets, property, business or affairs (including, without limitation, the actions of any officer, director, member, manager or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party. For the purposes of this Section 14.2, officers, directors, members, managers, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Manager, the Representatives, the officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentsmanagers, contractorspartners, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) any breach by the Company Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty their activities on behalf of the Company Parties made herein or in connection herewith proving to be false or misleadingfurtherance of the interests of the Company, (bii) their status as Members, Managers, Representatives, employees or officers of the Company, (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any personal injury incurred by any representative officer, director, member, manager or employee of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspectorits Subsidiaries), agents if the acts or contractors to comply with omissions were not performed or observe omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any Applicable Lawobligation under this Agreement by the indemnified party, or (div) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of any Neutral Credit Support Claim. For the Operator’s obligations under purposes of this Section 14.1 above14.2, officers, directors, members, managers, employees and except other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the extent that such injury, disease, death, foregoing matters shall be paid or damage to or loss of property, fine or penalty was caused reimbursed by the gross or sole negligence or willful misconduct on the part Company in advance of the Operator Indemnitees, their Affiliates or any final disposition of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received such proceeding upon receipt by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The Company shall defend, indemnify and hold harmless the Operator PartiesOperator, their respective its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Operator Indemnitees”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Company Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties or the Company Designee (including any Supplier Inspector or Company Inspector) while at on the TerminalOperator’s property, (c) any failure by the Company, the Company PartiesDesignee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company, the Company PartiesDesignee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors in the exercise of any of the rights or obligations granted hereunder or the refining, transportation, handling and refining or storage of any crude oil Products hereunder, except to the extent of the Operator’s obligations under Section 14.1 18.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 18.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third third-party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third third-party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Managing Member, Representatives, the officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentspartners, contractors, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) any breach by the Company Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty their activities on behalf of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative furtherance of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any interests of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify their status as Members, Managing Members, representatives, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party and only to the extent such actions or omissions do not accelerate any loan (including the Loan) or trigger liability thereunder. For the purposes of this Section 4.2, officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Article IV. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The Company shall defend, indemnify and hold harmless the Operator PartiesOperator, their respective its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Operator Indemniteeslndemnitees”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Company Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties or the Company Designee (including any Supplier Inspector or Company Inspector) while at on the TerminalOperator's property, (c) any failure by the Company, the Company PartiesDesignee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company, the Company PartiesDesignee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors in the exercise of any of the rights or obligations granted hereunder or the refining, transportation, handling and refining or storage of any crude oil Products hereunder, except to the extent of the Operator’s 's obligations under Section 14.1 18.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s 's liability to the Operator Indemnitees pursuant to this Section 14.2 18.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Manager, the Special Members, the Independent Manager, the officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentsmanagers, contractorspartners, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any breach of its assets (but specifically excluding from such indemnity by the Company Parties any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Lawcovenants, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injurygross negligence), (ii) notify their status as Members, representatives, Manager, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party. For the purposes of this Section 15.2, officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 15. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Manager, any officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentspartners, contractors, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any breach of its assets (but specifically excluding from such indemnity by the Company Parties any so-called “bad boy” guaranties or similar agreements which provide for recourse as a result of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Lawcovenants, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injurygross negligence), (ii) notify their status as Members, Manager, representatives, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party. For the purposes of this Section 14.2, officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Manager, any officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmanagers, agentsmembers, contractorspartners, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any breach of its assets (but specifically excluding from such indemnity by the Company Parties any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Lawcovenants, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injurygross negligence), (ii) notify their status as Members, Manager, representatives, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member, manager or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party. For the purposes of this Section 14.2, officers, directors, employees and other representatives of affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The Company shall defend, indemnify and hold harmless the Operator PartiesOperator, their respective its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Operator Indemniteeslndemnitees”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Company Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties or the Company Designee (including any Supplier Inspector or Company Inspector) while at on the TerminalOperator’s property, (c) any failure by the Company, the Company PartiesDesignee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company, the Company PartiesDesignee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors in the exercise of any of the rights or obligations granted hereunder or the refining, transportation, handling and refining or storage of any crude oil Products hereunder, except to the extent of the Operator’s obligations under Section 14.1 18.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 18.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, representatives, the officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentspartners, contractors, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) (collectively, “Indemnified Losses”) by reason of or arising out of (ai) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to Lenders in respect of financings relating to the Company or any breach of its assets (but specifically excluding from such indemnity by the Company Parties any so called “bad boy” guaranties, recourse carve-out guaranties or similar agreements which provide for recourse as a result of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with covenants, willful misconduct or observe any Applicable Lawgross negligence, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 abovereason for such loss, and except to the extent that such injuryexpense, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shallrelates to such party’s failure to comply with covenants, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to willful misconduct or on account of any such damage or injurygross negligence), (ii) notify their status as Members, representatives, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party (or as a result of a breach that is not willful but is not covered by applicable insurance maintained by the Company). For the purposes of this Section 14.2, officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14.2. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Manager, any officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmanagers, agentsmembers, contractorspartners, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any breach of its assets (but specifically excluding from such indemnity by the Company Parties any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Lawcovenants, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injurygross negligence), (ii) notify their status as Members, Manager, representatives, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member, manager or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party. For the purposes of this Section 14.2, officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The To the fullest extent permitted by applicable law (including Section 18-108 of the Act), the Company shall defendand does hereby agree to indemnify, indemnify defend and hold harmless the Operator Partiesand pay all judgments and claims against each Director, Member, any Affiliate thereof, their respective Affiliatesofficers, and their respective directors, officers, employees, representativesshareholders, agentspartners, contractorsmanagers and members and each Officer of the Company (each, successors an “Indemnified Party,” and permitted assigns (collectivelyeach of which shall be a Third Party beneficiary of this Agreement solely for purposes of this Section 10.4), the “Operator Indemnitees”) from and against any Liabilities directly loss or indirectly arising out of (a) any breach by the Company Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury damage incurred by an Indemnified Party for any representative of the Company Parties act or omission taken or suffered by such Indemnified Party in good faith (including any Company Inspectoract or omission taken or suffered by any of them in reliance upon and in accordance with the opinion or advice of experts, including of legal counsel as to matters of law, of accountants as to matters of accounting or of investment bankers or appraisers as to matters of valuation) while at in connection with the TerminalProject or any other aspect of the Company’s business, including costs and reasonable attorneys’ fees and any amount expended in the settlement of any claim or loss or damage, except with respect to (ci) any failure act taken by such Indemnified Party purporting to bind the Company Partiesthat has not been authorized pursuant to the terms of this Agreement; or (ii) in the case of any Director, Member or any Officer (including their respective Affiliates officers, directors, employees, shareholders, partners, managers and members or any of their Affiliates), any act or omission with respect to which such Director, Member or Officer (including their respective officers, directors, employees, representatives (including any Company Inspector)shareholders, agents or contractors to comply with or observe any Applicable Lawpartners, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates managers and members or any of their respective employees, representatives (including any Company Inspector), agents Affiliates) acted fraudulently or contractors was grossly negligent or engaged in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsmisconduct.

Indemnification by Company. The Company shall defend, indemnify and hold harmless the Operator Parties, their respective Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Operator Indemnitees”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Company Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third third-party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third third-party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Manager, the officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentsmanagers, contractorspartners, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any breach of its assets (but specifically excluding from such indemnity by the Company Parties any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Lawcovenants, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injurygross negligence), (ii) notify their status as Members, representatives, Manager, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party. For the purposes of this Section 14.2, officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Manager, Representatives, the officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentspartners, contractors, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any breach of its assets (but specifically excluding from such indemnity by the Company Parties any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Lawcovenants, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injurygross negligence, (ii) notify their status as Members, Managers, representatives, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party. For the purposes of this Section 14.2, officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceeds.indemnified party but need not be secured. 14.3

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Managers, the officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentspartners, contractors, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any breach of its assets (but specifically excluding from such indemnity by the Company Parties any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Lawcovenants, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injurygross negligence), (ii) notify their status as Members, Managers, representatives, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party. For the purposes of this Section 14.2, officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Managing Member, Representatives, the officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentspartners, contractors, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) any breach by the Company Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty their activities on behalf of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative furtherance of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any interests of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify their status as Members, Managing Members, representatives, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party and only to the extent such actions or omissions do not accelerate any loan (including the Loan) or trigger liability thereunder. For the purposes of this Section4.2, officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Article IV. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The Company shall defend, indemnify and hold harmless the Operator PartiesOperator, their respective its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Operator Indemnitees”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Company Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties or the Company Designee (including any Supplier Inspector or Company Inspector) while at on the TerminalOperator’s property, (c) any failure by the Company, the Company PartiesDesignee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company, the Company PartiesDesignee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors in the exercise of any of the rights or obligations granted hereunder or the refining, transportation, handling and refining or storage of any crude oil Products hereunder, except to the extent of the Operator’s obligations under Section 14.1 19.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 19.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Managers, the officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentspartners, contractors, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any breach of its assets (but specifically excluding from such indemnity by the Company Parties any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Lawcovenants, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injurygross negligence, (ii) notify their status as Members, Managers, representatives, employees or officers of the Company of all potential claims against any third party for any such insurance proceedsCompany, and or (iii) keep the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company fully informed or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the efforts willful breach of any obligation under this Agreement by the Operator Indemnitees in pursuing collection indemnified party. For the purposes of this Section 14.2, officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such insurance proceeds.Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this

Indemnification by Company. The Company shall defendhereby indemnifies, indemnify holds harmless and hold harmless defends the Operator PartiesMembers, the Manager, Representatives, the officers and each of their respective Affiliates, and their respective directorsagents, officers, employeesdirectors, representativesmembers, agentspartners, contractors, successors shareholders and permitted assigns (collectively, the “Operator Indemnitees”) employees from and against any Liabilities directly loss, expense, damage or indirectly injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (ai) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any breach of its assets (but specifically excluding from such indemnity by the Company Parties any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Lawcovenants, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent of the Operator’s obligations under Section 14.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injurygross negligence, (ii) notify their status as Members, Managers, representatives, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party. For the purposes of this Section 14.2, officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of all potential claims against any third party (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for any such insurance proceeds, indemnification by the Company and (iiiy) keep the Company fully informed a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsindemnified party but need not be secured.

Indemnification by Company. The To the maximum extent permitted by law, the Company shall will defend, indemnify and hold harmless the Operator PartiesMembers (including the Manager, in its capacity as a manager) and their respective Affiliates, and their respective the partners, members, shareholders, directors, officers, employeesand legal counsel of such Members and their Affiliates, representativesand may defend, agentsindemnify and hold harmless the agents and employees of any of the foregoing (each such Person so indemnified, contractors, successors and permitted assigns (collectively, the “Operator Indemnitees”an "Indemnitee") from and against any Liabilities directly and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Indemnitee or indirectly by the Company arising out of (a) any breach claim based upon any acts performed or omitted to be performed by the Indemnitee or by the Company Parties in connection with the organization, management, business, operations or property of the Company, including costs, expenses and attorneys' fees (which may be paid as incurred) expended in the settlement or defense of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereundersuch claims, except to the extent that the claim giving rise to such indemnification rights: [a] arises out of gross negligence (which for purposes of this Agreement means an act or failure to act with reckless disregard of the Operator’s obligations under Section 14.1 aboveconsequences of such act or failure to act), and except to [b] willful misconduct, [c] a Material Manager Breach by the extent that such injury, disease, deathManager, or damage [d] a material breach of this Agreement by any Member. Any amounts indemnified pursuant to or loss of property, fine or penalty was caused by this 9.1 will be recoverable only from the gross or sole negligence or willful misconduct on the part assets of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractorsCompany and not from the Members. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to no Member or Affiliate of a member will be indemnified under this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third party Agreement for any such insurance proceedsliabilities, and (iii) keep losses, claims, judgments, fines, settlements or damages incurred [a] in its capacity as an independent contractor of the Company fully informed (the indemnification provisions, if any, in the independent contractor agreement between such Person and the Company will apply instead) or [b] as a result of any claim brought against it by any of its shareholders, partners, members or Affiliates, or in the efforts case of the Operator Indemnitees in pursuing collection EWRD V, brought against it by any EWRD Parties who may, directly or indirectly, be members of such insurance proceedsa Project LLC.

Indemnification by Company. The Company shall will defend, indemnify and hold harmless the Operator Parties, their respective DWA and its Affiliates, and their respective directors, officers, employeesshareholders, partners, agents, representatives, agents, contractors, successors and permitted assigns (collectivelyassigns, the “Operator Indemnitees”) from and against any Liabilities directly and all third Person claims, actions (including any governmental and inquiries, investigations, enforcement actions and other governmental or indirectly regulatory actions), and causes of action, and any damages, fines, penalties, liabilities, obligations, judgments, decrees, settlements, costs and expenses, including reasonable attorneys’ fees, arising out of any of the foregoing, for or based on (a) any breach, or a claim that, if true, would be a breach by the Company Parties or Company Contractor of any covenant of their respective obligations, covenants, representations or agreement warranties contained herein or made in connection herewith or any representation or warranty of the Company Parties made herein or in connection herewith proving to be false or misleadingthis Agreement, (b) an allegation by a third Person that any personal injury incurred by any representative Company Derivative Technology infringes, misappropriates or otherwise violates the non-patent Intellectual Property Rights of such third Person (except to the extent that the infringement, misappropriation or other violation results (or is alleged to result) from or arise in connection with the incorporation or use of the Contributed DWA Technology or Additional DWA Technology into or in connection with such Company Parties (including any Derivative Technology in accordance with this Agreement or the modification of such Company Inspector) while at the TerminalDerivative Technology by or for DWA or its Affiliates), (c) any failure use by Company (or any Company Contractors) of DWA Technology other than as permitted under this Agreement or any Additional License Addendum, (d) any claim by any third Person of products liability or death or injury to any Person or damages to or losses of any property to the extent caused (or alleged to be caused) by the negligence of Company Parties, their respective or any of its Affiliates or any of their respective employeesproduct or service sold, representatives distributed or otherwise provided by or for Company or Company Contractor to such third Person (including any Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company Parties, their respective Affiliates or any of their respective employees, representatives (including any Company Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunder, except to the extent resulting from (or alleged to result from) the Contributed DWA Technology or Additional DWA Technology incorporated into such product or used for such service in accordance with this Agreement), or (e) violation of the Operator’s obligations under Section 14.1 above, and except or failure to comply with any Law applicable to the extent that such injury, disease, death, Company or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsContractors.