Indemnification by Gavilon. Except as may otherwise be provided in this Agreement, Gavilon shall indemnify, defend and hold harmless Producer, its affiliates and their respective officers, directors, employees, agents, members, managers, shareholders and representatives (collectively “Producer Indemnitees”) from and against any and all Damages actually suffered by the Producer Indemnitees resulting from: (x) the gross negligence or willful misconduct of Gavilon, its operating subsidiaries, or any of their officers, directors, employees, agents, representatives and contractors hereunder; or (y) any breach of the Transaction Agreements by Gavilon.
Appears in 2 contracts
Samples: Ethanol Marketing Agreement (Advanced BioEnergy, LLC), Ethanol Marketing Agreement (Advanced BioEnergy, LLC)
Indemnification by Gavilon. Except as may otherwise be provided in this Agreement, Gavilon shall indemnify, defend and hold harmless Producer, its affiliates and their respective officers, directors, employees, agents, members, managers, shareholders and representatives (collectively “Producer Indemnitees”) from and against any and all Damages actually suffered by the Producer Indemnitees resulting from: (x) the gross negligence or willful misconduct of Gavilon, its operating subsidiaries, or any of their officers, directors, employees, agents, representatives and contractors hereunder; or of (y) any breach of the Transaction Agreements by Gavilon.
Appears in 1 contract
Samples: Distiller’s Grains Marketing Agreement (Advanced BioEnergy, LLC)
Indemnification by Gavilon. Except as may be otherwise be provided in this Agreement, Gavilon shall indemnify, defend and hold harmless Producer, its affiliates and their respective officers, directors, employees, agents, members, managers, shareholders and representatives (collectively “Producer Indemnitees”) from and against any and all Damages actually suffered by the Producer Indemnitees resulting from: from or arising in connection with claims (x) for personal injury or tangible or real property damages, or (y) by third parties, in either case to the extent arising out of (a) any gross negligence or willful misconduct of Gavilon, its operating subsidiaries, Gavilon or any of their its officers, directors, employees, agents, representatives and contractors hereunder; or (yb) any breach of the Transaction Agreements this Agreement by Gavilon.
Appears in 1 contract
Samples: Ethanol and Distiller’s Grains Marketing Agreement (Heron Lake BioEnergy, LLC)
Indemnification by Gavilon. Except as may be otherwise be provided in this Agreement, Gavilon shall indemnify, defend and hold harmless Producer, its affiliates and their respective officers, directors, employees, agents, members, managers, shareholders and representatives (collectively “Producer Indemnitees”) from and against any and all Damages actually suffered by the Producer Indemnitees resulting from: from or arising in connection with claims (x) for personal injury or tangible or real property damages, or (y) by third parties, in either case to the gross extent arising out of (a) any negligence or willful misconduct of Gavilon, its operating subsidiaries, Gavilon or any of their its officers, directors, employees, agents, representatives and contractors hereunder; or (yb) any material breach of the Transaction Agreements this Agreement by Gavilon.
Appears in 1 contract
Samples: Ethanol Product Off Take Agreement (Siouxland Ethanol, LLC)