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. (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 (including, without limitation, actions taken or not taken by any Related Person as a director of any Person in which the Company has a direct or indirect interest or any Affiliates of such Person or activities of any 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 third party with respect source other than the Company, including, without limitation or any insurance policy 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 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 as they are incurred upon receipt, in each case, of a written undertaking by or on account behalf of the damage Related Person on whose behalf such expenses are incurred to repay such amounts if it is finally adjudicated by a court of competent jurisdiction that indemnification is not permitted by law or injury this Agreement. (b) The termination of any proceeding by settlement shall be deemed not to create a presumption that the Related Person involved in such settlement acted in a manner which is the subject constituted bad faith, gross negligence, intentional misconduct, material breach of the indemnification claimthis Agreement or a knowing violation of law. The Operator agrees that it shallindemnification provisions of this Section 6.8 may be asserted and enforced by, and shall cause be for the other Operator Indemnitees benefit of, each Related Person, and each Related Person is hereby specifically empowered to assert and enforce such right, provided that any Related Person who fails to take such actions as the Managers may reasonably request in defending any claim or who enters into a settlement of any proceeding without the prior approval of the Managers (which shall not be unreasonably withheld) shall not be entitled to indemnification provided in this section. The right of any Related Person to the indemnification provided herein shall be cumulative of, and in addition to, (i) use any and all commercially reasonable efforts to pursue the collection of all insurance proceeds rights to which any such Related Person may otherwise be entitled by contract or as a matter of the Operator Indemnitees are entitled with respect law or equity and shall extend to his or on account of any such damage or injuryits heirs, (ii) notify the Company of all potential claims against any third party for any such insurance proceedssuccessors, assigns and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedslegal representatives.

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 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 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 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 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 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 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 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, 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 Subject to Section 7.3, the Company -------------------------- shall defend, indemnify each Purchaser and hold harmless the Operator Parties, their respective Affiliates, its affiliates and their respective officers, directors, officers, employees, representativesfinancial advisors, agentsattorneys, contractorsaccountants, successors agents and permitted assigns affiliates (collectively, the “Operator Indemnitees”"Indemnified Parties") from against, and against hold each ------------------- Indemnified Party harmless from, any Liabilities damage, claim, loss, cost, liability or expense, including interest, penalties, reasonable attorneys' fees and the Indemnified Party's expenses of investigation, response action or remedial action (collectively, "Damages"), incident to, arising out of, in connection ------- with or related to, whether directly or indirectly arising out indirectly, any of the following: (a) any the 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 that is identified by the Purchaser prior to termination of the representation and warranty survival period set forth in connection herewith proving to be false or misleading, Section 7.1; or (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure breach 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 its covenants or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunderagreements set forth in this Agreement, except to the extent of the Operator’s obligations under Section 14.1 above, and except (but only to the extent that extent) any such injuryDamages are incident to, diseasearise out of, deathin connection with or are related to, whether directly or damage to or loss of propertyindirectly, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator IndemniteesIndemnified Parties. The Company's responsibility to indemnify the Indemnified Parties in accordance with the provisions of this Section 7.2 shall not preclude the Company from asserting any claim against the Purchaser for a breach of the Purchaser's representations, their Affiliates warranties, covenants or agreements under this Agreement or any of their respective employees, representatives, agents or contractors. Notwithstanding Related Agreement to the foregoing, extent the Company’s liability 's Damages relate 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 such breach 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 proceedsPurchaser.

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, 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 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 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 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 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 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, 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 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 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 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 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 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 Subject to Section 5.3, the Company shall defend, -------------------------- indemnify the Purchaser and hold harmless the Operator Parties, their respective Affiliates, its affiliates and their respective officers, directors, officers, employees, representativesfinancial advisors, agentsattorneys, contractorsaccountants, successors agents and permitted assigns affiliates (collectively, the “Operator Indemnitees”"Indemnified Parties") from against, and against hold each ------------------- Indemnified Party harmless from, any Liabilities damage, claim, loss, cost, liability or expense, including interest, penalties, reasonable attorneys' fees and the Indemnified Party's expenses of investigation, response action or remedial action (collectively, "Damages"), incident to, arising out of, in connection ------- with or related to, whether directly or indirectly arising out indirectly, any of the following: (a) any the 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 that is identified by the Purchaser prior to termination of the representation and warranty survival period set forth in connection herewith proving to be false or misleading, Section 5.1; or (b) any personal injury incurred by any representative of the Company Parties (including any Company Inspector) while at the Terminal, (c) any failure breach 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 its covenants or obligations hereunder or the refining, transportation, handling and storage of any crude oil hereunderagreements set forth in this Agreement, except to the extent of the Operator’s obligations under Section 14.1 above, and except (but only to the extent that extent) any such injuryDamages are incident to, diseasearise out of, deathin connection with or are related to, whether directly or damage to or loss of propertyindirectly, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator IndemniteesIndemnified Parties. The Company's responsibility to indemnify the Indemnified Parties in accordance with the provisions of this Section 5.2 shall not preclude the Company from asserting any claim against the Purchaser for a breach of the Purchaser's representations, their Affiliates warranties, covenants or agreements under this Agreement or any of their respective employees, representatives, agents or contractors. Notwithstanding Other Transaction Document to the foregoing, extent the Company’s liability 's Damages relate 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 such breach 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 proceedsPurchaser.

Indemnification by Company. The Company shall defendindemnify, indemnify defend and hold harmless the Operator PartiesService Provider, their respective Service Provider Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors subcontractors and permitted assigns agents (collectively, the “Operator Service Provider Indemnitees”) from and against any Liabilities directly and all Indemnifiable Losses incurred or indirectly suffered in respect of Third Party Claims (except when the claim may also be made by any of the Service Provider Indemnitees), whether based in whole or in part in contract, tort, negligence, statute or otherwise, arising out from any of the following: (a) the death of or bodily injury to any third party or to any employee of Service Provider or any Service Provider Affiliate (or their respective subcontractors); (b) the loss of or damage to the real or tangible personal property (whether owned or leased) of any third party or any Service Provider Indemnitee; (c) Company’s failure to pay and discharge any Taxes (including interest and penalties) for which Company is responsible pursuant to the provisions of this Agreement, including any Taxes resulting from Company’s failure to pay, deduct or withhold Taxes with respect to any personnel, agents, subcontractors or suppliers of any of the Service Provider Entities; (d) any breach by the Company Parties of its representations, warranties or covenants set forth in this Agreement, except pursuant to Section 8.1(c); or (e) any act or omission of any covenant Company Entity in its capacity as an employer of a Person and arising out of 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 relating 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 federal, state or other Laws or regulations for the collection protection of all insurance proceeds to which any Persons who are members of the Operator Indemnitees are entitled with respect to a protected class or on account category of any such damage or injuryPersons, (ii) notify the Company of all potential claims against any third party for any such insurance proceedssexual discrimination or harassment, and (iii) keep any other aspect of the employment relationship or its termination (including claims for breach of an express or implied contract of employment) which arose when the Person asserting the Third Party Claim was or purported to be an employee of the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceedsEntity.

Indemnification by Company. The Any Person who was or is a -------------------------- Member, Director, Officer, employee, or other agent of the Company, or was or is serving at the request of the Company shall defendas a director, indemnify and hold harmless the Operator Partiesofficer, their respective Affiliatesemployee, and their respective directorsor other agent of another limited liability company, officerscorporation, employeespartnership, representativesjoint venture, agentstrust, contractors, successors and permitted assigns or other enterprise (collectively, the “Operator Indemnitees”"Indemnified Party") shall, in accordance with this Article XII, be indemnified and held harmless by the Company from and against any Liabilities directly or indirectly arising out of and all losses, claims, damages, liabilities, expenses (aincluding reasonable legal and other professional fees and disbursements), judgments, fines, settlements, and other amounts incurred (collectively, the "Indemnification Obligations") any breach by the Company Parties of any covenant or agreement contained herein or made in connection herewith with any and all claims, demands, actions, suits, or any representation proceedings (civil, criminal, administrative, or warranty investigative), actual or threatened, in which such Indemnified Party may be involved, as a party or otherwise, by reason of such Indemnified Party's service to, or on behalf of, or management of the Company Parties made herein affairs of, the Company, or in connection herewith proving rendering of advice or consultation with respect thereto, whether or not the Indemnified Party continues to be false or misleading, (b) any personal injury incurred by any representative of serving in the Company Parties (including any Company Inspector) while above-described capacity at the Terminal, (c) time any failure by the Company Parties, their respective Affiliates such Indemnification Obligation is paid 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 contractorsincurred. Notwithstanding the foregoing, the Company’s liability to the Operator Indemnitees pursuant to this Section 14.2 no indemnification shall be net of any insurance proceeds actually received provided by the Operator Indemnitees or any of their respective Affiliates from any third party Company with respect to any Indemnification Obligation that resulted from action or inaction of such Indemnified Party that, in each case, constituted gross negligence, willful misconduct, a breach of the Indemnified Party's fiduciary duty or duty of loyalty to the Company, or an act (a) that was not in good faith, (b) that involved a knowing violation of law, or (c) from which the Indemnified Party derived an improper personal benefit. The Company shall also indemnify and hold harmless any Indemnified Party from and against any Indemnification Obligation suffered or sustained by such Indemnified Party by reason of any action or inaction of any employee, broker, or other agent of such Indemnified Party, whether or not the Indemnified Party continues to be serving in the above-described capacity at the time any such Indemnification Obligation is paid or incurred, provided, that such employee, broker, or agent -------- was selected, engaged, or retained by such Indemnified Party with reasonable care. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that such Indemnification Obligation resulted from the gross negligence or willful misconduct of such Indemnified Party. Expenses (including reasonable legal and other professional fees and disbursements) incurred in any proceeding shall be paid by the Company, as incurred, in advance of the final disposition of such proceeding upon receipt of an undertaking by or on account behalf of the damage or injury which such Indemnified Party to repay such amount if it shall ultimately be determined that such Indemnified Party 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 not entitled 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 be indemnified by 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 proceedsas authorized hereunder.