Common use of INDEMNIFICATION BY GULF Clause in Contracts

INDEMNIFICATION BY GULF. Gulf shall protect, indemnify, defend and hold harmless Conoco and its officers, directors, employees, agents, other representatives and Subsidiaries (together the "Conoco Indemnitees") from any and all threatened or actual claims, demands, causes of action, suits, proceedings (formal or informal), losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorney's fees and court costs, sustained or incurred by or asserted against a Conoco Indemnitee by any person by reason of or arising out of: (i) any breach or alleged breach of this Agreement by Gulf, its Affiliates (other than a Conoco Indemnitee), agents, or employees; or (ii) any act or alleged act of fraud, willful misconduct or gross negligence of Gulf or its Affiliates (other than a Conoco Indemnitee) or any of their respective employees, officers, directors or agents, or (iii) acts outside, or omissions in, the scope of Gulf's or its Subsidiary's authorized duties and responsibilities contained herein. In case any action or proceeding shall be brought against a Conoco Indemnitee in respect of which indemnification may be sought against Gulf pursuant to this Section 12.2, then Gulf, upon receipt of notice from Conoco, shall defend such action or proceeding by counsel reasonably satisfactory to Conoco and Gulf, and Gulf shall pay for all expenses therefore unless such action or proceeding is resisted and defended by counsel for any carrier of public liability insurance that benefits Conoco or Gulf. Conoco shall promptly give written notice to Gulf when a claim is made against a Conoco Indemnitee for which indemnity is owed pursuant to this Section 12.2. Gulf shall participate at its own expense on defense of such claims, but Conoco shall have the right to employ its own separate counsel. Conoco shall assist Gulf in the defense of any claim for which Gulf owes indemnification hereunder and is undertaking to provide a defense, by making available to Gulf such records and personnel as may be reasonably required in the defense of such claim.

INDEMNIFICATION BY GULF. Gulf shall protect, indemnify, defend and hold harmless Conoco the Company and its officers, directors, employees, agents, other representatives and Subsidiaries (together the "Conoco Indemnitees") from any and all threatened or actual claims, demands, causes of action, suits, proceedings (formal or informal), losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorney's attorneys' fees and court costs, sustained or incurred by or asserted against a Conoco Indemnitee the Company or its controlled Affiliates by any person Person by reason of or arising out of: (i) any breach or alleged breach of this Agreement by Gulf, its Affiliates (other than a Conoco Indemniteethe Company or its Subsidiaries), agents, or employees; or (ii) any act or alleged act of fraud, willful misconduct or gross negligence of Gulf or and its Affiliates (other than a Conoco Indemniteethe Company or its Subsidiaries) or any of their its respective employees, officers, directors or agents, agents or (iii) acts outside, or omissions in, the scope of Gulf's or its Subsidiary's authorized duties and responsibilities contained herein. In case any action or proceeding shall be brought against a Conoco Indemnitee the Company or any of its controlled Affiliates in respect of which the indemnification contemplated by this Section 6.1 may be sought against Gulf pursuant to this Section 12.2Gulf, then Gulf, upon the receipt of notice from Conocothe Company, shall defend such action or proceeding by counsel reasonably satisfactory to Conoco the Company and Gulf, and Gulf shall pay for all expenses therefore therefor unless such action or proceeding is resisted and defended by counsel for any carrier of public liability insurance that benefits Conoco the Company or Gulf. Conoco The Company shall promptly give written notice to Gulf when a claim is made against a Conoco Indemnitee the Company for which indemnity is owed to the Company by Gulf pursuant to this Section 12.26.1. Gulf shall participate at its own expense on in defense of such claims, but Conoco the Company shall have the right to employ its own separate counsel. Conoco The Company shall assist Gulf in the defense of any claim for which Gulf owes indemnification hereunder and is undertaking to provide a defense, by making available to Gulf such records and personnel as may be reasonably required requested in the defense of such claim.

INDEMNIFICATION BY GULF. Gulf shall protect, indemnify, defend and hold harmless Conoco the Company and its officers, directors, employees, agents, other representatives and Subsidiaries (together the "Conoco Indemnitees") from any and all threatened or actual claims, demands, causes of action, suits, proceedings (formal or informal), losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorney's attorneys' fees and court costs, sustained or incurred by or asserted against a Conoco Indemnitee the Company or its controlled Affiliates by any person Person by reason of or arising out of: (i) any breach or alleged breach of this Agreement by Gulf, its Affiliates (other than a Conoco Indemniteethe Company or its Subsidiaries), agents, or employees; or (ii) any act or alleged act of fraud, willful misconduct or gross negligence of Gulf or and its Affiliates (other than a Conoco Indemniteethe Company or its Subsidiaries) or any of their its respective employees, officers, directors or agents, or (iii) acts outside, or omissions in, the scope of Gulf's or its Subsidiary's authorized duties and responsibilities contained herein. In case any action or proceeding shall be brought against a Conoco Indemnitee the Company or any of its controlled Affiliates in respect of which the indemnification contemplated by this Section 6.1 may be sought against Gulf pursuant to this Section 12.2Gulf, then Gulf, upon the receipt of notice from Conocothe Company, shall defend such action or proceeding by counsel reasonably satisfactory to Conoco the Company and Gulf, and Gulf shall pay for all expenses therefore therefor unless such action or proceeding is resisted and defended by counsel for any carrier of public liability insurance that benefits Conoco the Company or Gulf. Conoco The Company shall promptly give written notice to Gulf when a claim is made against a Conoco Indemnitee the Company for which indemnity is owed to the Company by Gulf pursuant to this Section 12.26.1. Gulf shall participate at its own expense on in defense of such claims, but Conoco the Company shall have the right to employ its own separate counsel. Conoco The Company shall assist Gulf in the defense of any claim for which Gulf owes indemnification hereunder and is undertaking to provide a defense, by making available to Gulf such records and personnel as may be reasonably required requested in the defense of such claim.

INDEMNIFICATION BY GULF. Gulf shall protect, indemnify, defend and hold harmless Conoco the Company and its officers, directors, employees, agents, other representatives and Subsidiaries (together the "Conoco Indemnitees") from any and all threatened or actual claims, demands, causes of action, suits, proceedings (formal or informal), losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorney's attorneys' fees and court costs, sustained or incurred by or asserted against a Conoco Indemnitee the Company or its controlled Affiliates by any person Person by reason of or arising out of: (i) any breach or alleged breach of this Agreement by Gulf, its Affiliates (other than a Conoco Indemniteethe Company or its Subsidiaries), agents, or employees; or (ii) any act or alleged act of fraud, willful misconduct or gross negligence of Gulf or and its Affiliates (other than a Conoco Indemniteethe Company or its Subsidiaries) or any of their its respective employees, officers, directors or agents, or (iii) acts outside, or omissions in, the scope of Gulf's or its Subsidiary's authorized duties and responsibilities contained herein. In case any action or proceeding shall be brought against a Conoco Indemnitee the Company or any of its controlled Affiliates in respect of which the indemnification contemplated by this Section 6.1 may be sought against Gulf pursuant to this Section 12.2Gulf, then Gulf, upon the receipt of notice from Conocothe Company, shall defend such action or proceeding by counsel reasonably satisfactory to Conoco the Company and Gulf, and Gulf shall pay for all expenses therefore therefor unless such action or proceeding is resisted and defended by counsel for any carrier of public liability liabilities insurance that benefits Conoco the Company or Gulf. Conoco The Company shall promptly give written notice to Gulf when a claim is made against a Conoco Indemnitee the Company for which indemnity is owed to the Company by Gulf pursuant to this Section 12.26.1. Gulf shall participate at its own expense on in defense of such claims, but Conoco the Company shall have the right to employ its own separate counsel. Conoco The Company shall assist Gulf in the defense of any claim for which Gulf owes owed indemnification hereunder and is undertaking to provide a defense, by making available to Gulf such records and personnel as may be reasonably required requested in the defense of such claim.

INDEMNIFICATION BY GULF. Gulf shall protect, indemnify, defend and hold harmless Conoco and its officers, directors, employees, agents, other representatives and Subsidiaries (together the "Conoco Indemnitees") from any and all threatened or actual claims, demands, causes of action, suits, proceedings (formal or informal), losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorney's fees and court costs, sustained or incurred by or asserted against a Conoco Indemnitee by any person by reason of or arising out of: (i) any breach or alleged breach of this Agreement by Gulf, its Affiliates (other than a Conoco Indemnitee), agents, or employees; or (ii) any act or alleged act of fraud, willful misconduct or gross negligence of Gulf or its Affiliates (other than a Conoco Indemnitee) or any of their respective employees, officers, directors or agents, or (iii) acts outside, or omissions in, the scope of Gulf's or its Subsidiary's authorized duties and responsibilities contained herein. In case any action or proceeding shall be brought against a Conoco Indemnitee in respect of which indemnification may be sought against Gulf pursuant to this Section 12.213.2, then Gulf, upon receipt of notice from Conoco, shall defend such action or proceeding by counsel reasonably satisfactory to Conoco and Gulf, and Gulf shall pay for all expenses therefore unless such action or proceeding is resisted and defended by counsel for any carrier of public liability insurance that benefits Conoco or Gulf. Conoco shall promptly give written notice to Gulf when a claim is made against a Conoco Indemnitee for which indemnity is owed pursuant to this Section 12.213.2. Gulf shall participate at its own expense on defense of such claims, but Conoco shall have the right to employ its own separate counsel. Conoco shall assist Gulf in the defense of any claim for which Gulf owes indemnification hereunder and is undertaking to provide a defense, by making available to Gulf such records and personnel as may be reasonably required in the defense of such claim.