Common use of Indemnification by Operator Clause in Contracts

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.