Indemnification by Operator. The Operator shall defend, indemnify and hold harmless the Company Parties, their respective Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Company Indemnitees”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Operator Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Operator Parties made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Operator Parties (including any Operator Inspector) while at the Refinery, (c) any failure by the Operator Parties, their Affiliates or any of their respective employees, representatives (including any Operator 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 Operator Parties, their Affiliates or any of their respective employees, representatives (including any Operator Inspector), agents or contractors in the exercise of any of the rights or obligations hereunder or the handling or transportation of any crude oil hereunder, except to the extent of the Company’s obligations under Section 14.2 below, 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 Company Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Operator’s liability to the Company Indemnitees pursuant to this Section 14.1 shall be net of any insurance proceeds actually received by the Company 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 Company agrees that it shall, and shall cause the other Company Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Company Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Operator of all potential claims against any third party for any such insurance proceeds, and (iii) k...
Indemnification by Operator. In addition to all other obligations of Operator to Lessee hereunder, Operator shall indemnify and hold Lessee harmless against all claims, demands, actions, liabilities, losses, damages, lawsuits and other proceedings at law or in equity, judgments, awards, commissions, fees, costs and expenses (including, without limitation, attorneys’ fees and expenses), of every kind and nature whatsoever to or of any party connected with, or arising out of, or by reason of any gross negligent act or omission, breach of contract, willful misconduct, or tortious actions by Operator, or any Affiliate of Operator, or any officer, employee, agent, contractor, subcontractor, or other person or entity working for Operator or any Affiliate of Operator and any employment related claims by Operator’s employees. The indemnification provisions of this Section 5.01 are subject to the limitations set forth in Section 5.02.
Indemnification by Operator. Operator shall indemnify and hold Lessee harmless against all claims (including employment related claims by Operator’s employees for employment discrimination, wrongful termination, violations of law and other claims asserted by such employees), demands, actions, liabilities, losses, damages, lawsuits and other proceedings at law or in equity, judgments, awards, commissions, fees, costs and expenses (including, without limitation, attorneys’ fees and expenses), of every kind and nature whatsoever to or of any party connected with, or arising out of, or by reason of any gross negligent act or omission, breach of contract, willful misconduct, or intentional tortious actions by Operator, or any Affiliate of Operator, or any officer or employee, agent, contractor, subcontractor, or other person or entity working for Operator or any Affiliate of Operator, except to the extent that the loss or liability giving rise to such claim was caused directly by breach of this Agreement by Lessee or any of its Affiliates. The indemnification provisions of this Section 5.01 are subject to the limitations set forth in Section 5.02.
Indemnification by Operator. (a) Operator shall, to the fullest extent lawful, reimburse, indemnify, defend and hold each of the Partnership and its Affiliates and their respective directors, managers, officers and employees (the “Partnership Indemnified Parties”) harmless of and from any and all Losses suffered by any Partnership Indemnified Party as a result of, caused by, or arising out of (i) any intentional or willful breach by Operator of this Agreement and (ii) Operator’s willful misconduct or, subject to Section 5.4(b), gross negligence.
(b) Notwithstanding anything herein to the contrary, any gross negligence of Operator at the express instruction of a member of the Partnership Group shall be disregarded for all purposes of this Agreement (including, for the avoidance of doubt, Section 4.3(c), Section 5.2, Section 5.3, and Section 5.4(a)), and for the avoidance of doubt, Operator shall not be liable for any Losses suffered by any Partnership Indemnified Party as a result therefrom.
Indemnification by Operator. Except to the extent covered by insurance, Operator indemnifies and agrees to defend and hold Owner free and harmless from and against all claims, costs, expenses, demands, attorneys’ fees and disbursements, suits, liabilities, judgments and damages caused by the grossly negligent acts, omissions, misconduct, or the failure to perform or exercise any of the duties, obligations, powers or authorities of Operator or Operator’s employees which may be suffered by Owner as a result of any occurrence or event happening in or about the Hotel unless such event stems from a fraudulent activity or from gross negligence of Owner. The provisions of this Section 9.05 shall survive the termination of this Agreement.
Indemnification by Operator. To the extent permitted by law, Operator covenants and agrees to, and will, indemnify, defend and hold harmless Sprint Subsidiaries, their members, directors, officers, employees, affiliates and agents (the "Sprint Indemnitee(s)") from and against, and will reimburse any Sprint Indemnitee on demand for, all liabilities, direct losses or damages, claims, demands, actions, reasonable costs and expenses (including without limitation, reasonable court costs and attorneys' fees) which any of the Sprint Indemnitees may suffer, sustain, incur, pay or expend by virtue or as a result of (a) any material breach or default by Operator of any of its covenants, agreements, duties or obligations under this Agreement, including failure to perform any obligation under any Primary Lease; (b) any material breach or default of, or inaccuracy or omission in, any representation or warranty of Operator contained in this Agreement; (c) any acts, omissions, negligence or willful misconduct of Operator, its owners, members, directors, officers, employees, affiliates and agents in connection with the performance of this Agreement; (d) claims by customers of Operator or by subscribers to Operator's services; (e) actions by the FCC or other federal, state or local governmental authorities regarding the Transmission Equipment, towers and other facilities or the use of the Spectrum; (f) Operator's construction, operation, maintenance and repair of the Transmission Equipment, towers and other facilities; (g) claims of libel, slander or the infringement of copyright or the unauthorized use of any trademark, trade name or service xxxx or claims that the content of any material transmitted over the Spectrum violates any pornography, obscenity laws, or infringes privacy rights or any other claimed harm or unlawfulness arising from any transmission; and (h) claims for infringement of patents arising from Operator's use of the Spectrum.
Indemnification by Operator. Operator shall and hereby does indemnify, defend and hold Owner, its employees, agents, officers, directors, partners, members and shareholders (“Owner Parties”) harmless from and against any and all third-party claims, actions, damages, liability, losses, fines, suits, obligations, fees, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”), to the extent arising from or out of Operator’s use and occupancy of the Premises or a breach of this Agreement by any Operator Party, except to the extent caused by the negligence or misconduct of any of the Owner Parties.
Indemnification by Operator. In addition to all other obligations of Operator to Lessee hereunder, Operator shall indemnify and hold Lessee and its Affiliates, and their respective directors, officers, owners, employees, subsidiaries, members, shareholders and successors (collectively, "Lessee Indemnified Parties") harmless against all claims, demands, actions, liabilities, losses, damages, lawsuits and other proceedings at law or in equity, judgments, awards, commissions, fees, costs and expenses (including, without limitation, attorneys' fees and expenses) (collectively referred to as "Claims"), of every kind and nature whatsoever to or of any party connected with, or arising out of, or by reason of (a) an Event of Default by Operator; (b) the gross negligence, fraud, recklessness, willful, or intentional misconduct on the part of Operator, any Affiliate of Operator, or any officer, employee, agent, contractor, subcontractor, or other person or entity working for Operator or any Affiliate of Operator; and (c) any Claims by Hotel employees based on a violation of employment laws by Operator's employees including, but not limited to Claims arising from workers' compensation, wage-and-hour laws, unemployment compensation, unfair labor practices, federal and state discrimination laws, Occupational Safety and Health Administration laws, requirements under the WARN Act (except with respect to those matters for which Lessee is to indemnify Operator as set forth in Section 16.05), and Family and Medical Leave Act laws, all of which include any administrative action therein; provided, however, that Operator shall not have liability under this Section 5.01 to the extent any Claims arise out of, or result from, acts or omissions covered by the indemnity by Lessee set forth in Section 5.03, it being agreed that if both Lessee and Operator have indemnification obligations under this Agreement relating to an act or omission, then the liability shall be apportioned between such parties based on their comparative fault or responsibility for such act or omission. The indemnification provisions of this Section 5.01 are subject to the limitations set forth in Section 5.02.
Indemnification by Operator. Operator shall indemnify, defend and hold harmless Owner, the members thereof, and their respective officers, directors, employees, agents, Affiliates and representatives (the "Owner Indemnified Parties"), from and against any and all claims (in whatever form and to the fullest extent permitted by law) arising out of or in any way connected with, but only to the extent of, any gross negligence, fraud or willful misconduct of Operator or anyone acting on Operator's behalf or under its instructions, in connection with this Agreement and Operator's obligations thereunder. Any costs or expenses incurred by Operator pursuant to its indemnity obligations under this Section 10.1(a), including the cost of deductibles with respect to the insurance maintained by Operator or Owner pursuant to Article 9 or losses in excess of such insurance coverage, shall not constitute a Reimbursable Cost under this Agreement.
Indemnification by Operator. Operator shall indemnify and hold Lessee and its Affiliates, and their respective directors, officers, owners, employees, subsidiaries, members, shareholders and successors (collectively, “Lessee Indemnified Parties”) harmless against all claims, demands, actions, liabilities, losses, damages, lawsuits and other proceedings at law or in equity, judgments, awards, commissions, fees, costs and expenses (including, without limitation, attorneys’ fees and expenses) (collectively referred to as “Claims”), of every kind and nature whatsoever to or of any party connected with, or arising out of, or by reason of (a) an Event of Default by Operator; (b) the gross negligence, fraud, recklessness, willful, or intentional misconduct on the part of Operator, any Affiliate of Operator, or the Executive Personnel; provided, however, that Operator shall not have liability under this Section 5.01 to the extent any Claims arise out of, or result from, acts or omissions covered by the indemnity by Lessee set forth in Section 5.03. The cost of indemnification relating to any Claims attributable to Operator and not listed in (a) or (b) shall be paid as an Operating Expense of the Hotel. The indemnification provisions of this Section 5.01 are subject to the limitations set forth in Section 5.02.
