Common use of Indemnification by Operator Clause in Contracts

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) keep the Operator fully informed of the efforts of the Company Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Operator. The Operator shall defend, indemnify and hold harmless the Company, the Company PartiesDesignee, 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 PartiesOperator, their its Affiliates or any of their respective employees, representatives (including any Operator Inspector)representatives, agents or contractors to comply with or observe any Applicable Law, or (dc) 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 PartiesOperator, their its Affiliates or any of their respective employees, representatives (including any Operator Inspector)representatives, agents or contractors in the exercise of any of the rights or obligations granted hereunder or the handling or transportation of any crude oil Products hereunder, except to the extent of the Company’s obligations under Section 14.2 18.2 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 18.1 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) keep the Operator fully informed of the efforts of the Company Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Operator. The Operator shall defend, indemnify and hold harmless the Company, the Company PartiesDesignee, their respective Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Company Indemniteeslndemnitees”) 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 PartiesOperator, their its Affiliates or any of their respective employees, representatives (including any Operator Inspector)representatives, agents or contractors to comply with or observe any Applicable Law, or (dc) 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 PartiesOperator, their its Affiliates or any of their respective employees, representatives (including any Operator Inspector)representatives, agents or contractors in the exercise of any of the rights or obligations granted hereunder or the handling or transportation of any crude oil Products hereunder, except to the extent of the Company’s 's obligations under Section 14.2 18.2 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 's liability to the Company Indemnitees pursuant to this Section 14.1 18.1 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) keep the Operator fully informed of the efforts of the Company Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Operator. The Operator shall defend, indemnify and hold harmless the Company, the Company PartiesDesignee, 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 PartiesOperator, their its Affiliates or any of their respective employees, representatives (including any Operator Inspector)representatives, agents or contractors to comply with or observe any Applicable Law, or (dc) 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 PartiesOperator, their its Affiliates or any of their respective employees, representatives (including any Operator Inspector)representatives, agents or contractors in the exercise of any of the rights or obligations granted hereunder or the handling or transportation of any crude oil Products hereunder, except to the extent of the Company’s obligations under Section 14.2 18.2 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 18.1 shall be net of any insurance proceeds actually received by the Company 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 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 third-party for any such insurance proceeds, and (iii) keep the Operator fully informed of the efforts of the Company Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Operator. The Delaware City Operator shall defend, indemnify and hold harmless the New Jersey Operator and the Company, the Company PartiesDesignee, their respective Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Company Indemniteeslndemnitees”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Delaware City Operator Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Delaware City 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 PartiesDelaware City Operator, their its Affiliates (other than the New Jersey Operator) or any of their respective employees, representatives (including any Operator Inspector)representatives, agents or contractors to comply with or observe any Applicable Law, or (dc) 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 PartiesDelaware City Operator, their its Affiliates (other than the New Jersey Operator) or any of their respective employees, representatives (including any Operator Inspector)representatives, agents or contractors in the exercise of any of the rights or obligations granted hereunder or the handling or transportation of any crude oil Products hereunder, except (i) to the extent of the Company’s obligations under Section 14.2 18.2 below, and except (ii) 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 contractorscontractors and (iii) in the case of the New Jersey Operator, to the extent relating to the Thorofare Terminal. The New Jersey Operator shall defend, indemnify and hold harmless the Delaware City Operator and the Company Indemnitees from and against any Liabilities directly or indirectly arising out of (a) any breach by the New Jersey Operator of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the New Jersey Operator made herein or in connection herewith proving to be false or misleading, (b) any failure by the New Jersey Operator, its Affiliates (other than the Delaware City Operator) or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (c) 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 New Jersey Operator, its Affiliates (other than the Delaware City Operator) or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling or transportation of any Products hereunder, except (i) to the extent of the Company’s obligations under Section 18.2 below, (ii) 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 and (iii) in the case of the Delaware City Operator, to the extent relating to the Delaware City Terminal and the Additional Facilities. Notwithstanding the foregoing, the Operator’s liability to the Company Indemnitees pursuant to this Section 14.1 18.1 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) keep the Operator fully informed of the efforts of the Company Indemnitees in pursuing collection of such insurance proceeds.

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 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 third-party for any such insurance proceeds, and (iii) keep the Operator fully informed of the efforts of the Company Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Operator. The Delaware City Operator shall defend, indemnify and hold harmless the New Jersey Operator and the Company, the Company PartiesDesignees, their respective Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Company Indemniteeslndemnitees”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Delaware City Operator Parties of any covenant or agreement contained herein or made in connection herewith or any 00010516 - 1 representation or warranty of the Delaware City 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 PartiesDelaware City Operator, their its Affiliates (other than the New Jersey Operator) or any of their respective employees, representatives (including any Operator Inspector)representatives, agents or contractors to comply with or observe any Applicable Law, or (dc) 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 PartiesDelaware City Operator, their its Affiliates (other than the New Jersey Operator) or any of their respective employees, representatives (including any Operator Inspector)representatives, agents or contractors in the exercise of any of the rights or obligations granted hereunder or the handling or transportation of any crude oil Products hereunder, except (i) to the extent of the Company’s obligations under Section 14.2 18.2 below, and except (ii) 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 contractorscontractors and (iii) in the case of the New Jersey Operator, to the extent relating to the Thorofare Terminal. The New Jersey Operator shall defend, indemnify and hold harmless the Delaware City Operator and the Company Indemnitees from and against any Liabilities directly or indirectly arising out of (a) any breach by the New Jersey Operator of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the New Jersey Operator made herein or in connection herewith proving to be false or misleading, (b) any failure by the New Jersey Operator, its Affiliates (other than the Delaware City Operator) or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (c) 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 New Jersey Operator, its Affiliates (other than the Delaware City Operator) or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling or transportation of any Products hereunder, except (i) to the extent of the Company’s obligations under Section 18.2 below, (ii) 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 and (iii) in the case of the Delaware City Operator, to the extent relating to the Delaware City Terminal. Notwithstanding the foregoing, the Operator’s liability to the Company Indemnitees pursuant to this Section 14.1 18.1 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) keep the Operator fully informed of the efforts of the Company Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Operator. The (a) Northwestern as Operator shall defend, indemnify and hold harmless the Company Parties, their respective Affiliates, Minera Tango and its Affiliates and their respective directors, officers, employeesmanagers, representativesemployees and representatives from, agents, contractors, successors against and permitted assigns (collectively, the “Company Indemnitees”) from in respect of any and against any Liabilities directly all Losses actually suffered or indirectly incurred by such Persons arising out of or in any way connected with operations or Work conducted by Northwestern through NMS or its Agents on or in respect of the Concessions and their mining lots or other actions of Northwestern or of NMS as Operator or by Northwestern’s Agents, including reclaiming all or any part of the Concessions in respect of any work performed by Northwestern through NMS or its Agents, or in respect of the Concessions or their mining lots, or Northwestern’s failure to fund and pay Maintenance Costs in accordance with the terms of this Agreement. (ab) The Parties acknowledge and agree that Northwestern shall not be responsible for any environmental or other liabilities resulting from Work conducted on the mining lots covered by the Concessions prior to the Effective Date. (c) Each Party covenants and agrees with the other Party (the Party so covenanting being referred to in this section as the “Indemnifying Party”, and the other Party being referred to in this section as the “Indemnified Party”) that the Indemnifying Party shall: (i) be solely liable and responsible for any and all Claims which the Indemnified Party or any of its Agents (or Agents of its Affiliates), may suffer, sustain, pay or incur; and (ii) indemnify and save the Indemnified Party and its Agents (and Agents of its Affiliates), harmless from any and all Claims which may be brought against or suffered by such persons or which they may sustain, pay or incur, as a result of, arising out of, attributable to or connected with any breach by the Operator Parties or non-fulfillment of any representation, warranty, covenant or agreement contained herein on the part of the Indemnifying Party under this Agreement or made any misstatement or inaccuracy of or any other incorrectness in connection herewith or breach of any representation or warranty of the Operator Parties made herein Indemnifying Party contained in this Agreement, 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 event that Minera Tango is 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 penaltyIndemnifying Party, any of which is caused by environmental or other liabilities resulting from Work conducted on 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 Concessions prior to the extent Effective Date. This section 6.11 shall survive the termination or expiry 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) keep the Operator fully informed of the efforts of the Company Indemnitees in pursuing collection of such insurance proceedsAgreement.

Indemnification by Operator. The Operator shall defend, indemnify and hold harmless the Company, the Company PartiesDesignee, 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 PartiesOperator, their its Affiliates or any of their respective employees, representatives (including any Operator Inspector)representatives, agents or contractors to comply with or observe any Applicable Law, or (dc) 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 PartiesOperator, their its Affiliates or any of their respective employees, representatives (including any Operator Inspector)representatives, agents or contractors in the exercise of any of the rights or obligations granted hereunder or the handling or transportation of any crude oil Products hereunder, except to the extent of the Company’s obligations under Section 14.2 19.2 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 19.1 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) keep the Operator fully informed of the efforts of the Company Indemnitees in pursuing collection of such insurance proceeds.

Indemnification by Operator. The Subject to the limitations of Section 10.1 and Section 12.11, Operator shall defend, indemnify and hold harmless the Company Parties, their respective Affiliates, Metro and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Company Indemnitees”) each of its Representatives from and against any Liabilities directly Losses actually suffered or indirectly incurred by Metro or any such Representative, based upon, arising out of of, occasioned by or attributable to (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, (ci) any failure by the Operator Parties, their Affiliates or any each of their respective employees, representatives (including any Operator Inspector), agents or contractors Representatives to comply with with, observe 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 perform any of the rights covenants, obligations, agreements, terms or obligations hereunder or the handling or transportation of any crude oil hereunder, except conditions in this Agreement that are passed through to the extent of Operator in the Company’s obligations under Section 14.2 below, and except to the extent that such injury, disease, deathOperating Agreement, or damage to or loss of property, fine or penalty was caused any breach by the gross or sole negligence or willful misconduct on the part of the Company Indemnitees, their Affiliates or any Operator of their respective employees, representatives, agents representations or contractors. Notwithstanding warranties set forth in in 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 injuryOperating Agreement, (ii) notify the Operator of all potential claims against any third party for any such insurance proceedsClaims, damages, costs, and attorney fees for injuries or damages arising, in part or in whole, from the negligent or intentional acts or omissions of Operator, its officers, employees, and/or agents, including their sub or independent Contractors, in connection with the performance of this Agreement or (iii) keep any Claims, damages, penalties, costs, and attorney fees arising from any failure of Operator, its officers, employees, and/or agents, including its sub or independent Contractors, to observe applicable laws, including, but not limited to, labor laws and minimum wage laws, provided, however, that, except with respect to Claims resulting from Third-Party Claims, Claims are made in writing within a period of three (3) years following the earlier of (i) the expiration of the Term, (ii) the termination of the Operator fully informed (in which event the successor Operator shall deliver to Owner an Indemnity Agreement substantially similar to the Indemnity Agreement required under this Section 12.1), or (iii) the earlier termination of this Agreement, or within such shorter period as may be prescribed by the efforts applicable statute of limitations. Parking Company will cause Operator to deliver to Owner at Closing, and maintain during the term of this Agreement, an indemnity agreement (the "Indemnity Agreement") from the Operator in favor of Owner and in form reasonably agreed between the Operator, Owner and Parking Company Indemnitees in pursuing collection and conforming to the requirements of such insurance proceedsthis Section 12.1.