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 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 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, 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 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.