Common use of Indemnification by the Mill Owner Clause in Contracts

Indemnification by the Mill Owner. The Mill Owner shall indemnify, defend and hold Ingevity and its Affiliates, and each of their respective officers, directors, employees, successors and assigns (collectively, the “Ingevity Indemnified Parties”), harmless from and against all Losses (including, without limitation, any claim, demand, cause of action, or lawsuit in connection therewith) arising out of or resulting from: (i) with respect to third party claims (other than third party claims of a type covered by another provision of this Article 11), the performance of this Lease by the Mill Owner, but only to the extent that Ingevity was not responsible for the subject matter of such Losses; (ii) except with respect to bodily injury or death to any employee of Ingevity caused by a Vehicle owned by Mill Owner or a Vehicle driven by a Mill Owner employee (which shall be subject to subsection (v) of this Section 11.3), any bodily injury or death to any employee of Ingevity occurring on the Mill Real Property and resulting from or arising out of the gross negligence or intentional misconduct of the Mill Owner or any Agent of the Mill Owner; (iii) any damage to any Property located or found on the Carbon Plant Real Property caused by a Vehicle owned by the Mill Owner or a Vehicle driven by an employee of the Mill Owner; (iv) bodily injury or death to any employee of Ingevity or to a third party (who is not an employee of Ingevity or the Mill Owner) caused by a Vehicle owned by the Mill Owner or a Vehicle driven by any employee of the Mill Owner; and (v) any damage to any Property of a third party caused by the Mill Owner, except, with respect to clauses (ii) and (iii) to the extent that any such Loss is finally determined (in accordance with Section 23.1) to have arisen out of or resulted from the gross negligence or intentional misconduct of Ingevity or any such Affiliate, Agent, successor or assign.

Indemnification by the Mill Owner. The Mill Owner shall indemnify, defend and hold Ingevity and its Affiliates, and each of their respective officers, directors, employees, successors and assigns (collectively, the “Ingevity Indemnified Parties”), harmless from and against all Losses (including, without limitation, any claim, demand, cause of action, or lawsuit in connection therewith) arising out of or resulting from: (i) with respect to third party claims (other than third party claims of a type covered by another provision of this Article 1113), the performance of this Lease Agreement by the Mill Owner, but only to the extent that Ingevity was not responsible for the subject matter of such Losses; (ii) except with respect to bodily injury or death to any employee of Ingevity caused by a Vehicle owned by Mill Owner or a Vehicle driven by a Mill Owner employee (which shall be subject to subsection (viv) of this Section 11.313.3), any bodily injury or death to any employee of Ingevity occurring on the Mill Real Property and resulting from or arising out of the gross negligence or intentional misconduct of the Mill Owner or any Agent of the Mill Owner; (iii) any damage to any Property located or found on the Carbon Plant Real Property caused by a Vehicle owned by the Mill Owner or a Vehicle driven by an employee of the Mill Owner; (iv) bodily injury or death to any employee of Ingevity or to a third party (who is not an employee of Ingevity or the Mill Owner) caused by a Vehicle owned by the Mill Owner or a Vehicle driven by any employee of the Mill Owner; and (v) any damage to any Property of a third party caused by the Mill Owner, except, with respect to clauses (iiiii), (iv) and (iii) v), to the extent that any such Loss is finally determined (in accordance with Section 23.1the Escalation Process or otherwise) to have arisen out of or resulted from the gross negligence or intentional misconduct of Ingevity or any such Affiliate, Agent, successor or assign.