Indemnification of Operator. The Operator shall not be liable to the Parties to the Joint Venture for any loss or damage not attributable to its gross negligence or wilful misconduct. The Parties to the Joint Venture shall, in proportion to their respective participating interests in the Joint Venture, determined as of the time of such indemnification, indemnify and hold harmless the Operator against any liability to third parties resulting from any act or omission of the Operator or its agents, servants or employees.
Indemnification of Operator. 22 10.3. Notice.........................................................................................23 10.4. Deferral of Dispute Resolution.................................................................23
Indemnification of Operator. Owner agrees that to the extent permitted by law, it will protect, indemnify and hold harmless Operator and its Affiliates and their respective officers, directors, subcontractors (as applicable in the circumstances) and employees (the "Operator Indemnified Parties") from and against (and pay the full amount of) any Loss-and-Expense, and will defend the Operator Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property arising out of any matter for which Owner is responsible under Article 3 hereof. Owner shall not, however, be required to reimburse or indemnify any Operator Indemnified Party for any Loss-and-Expense to the extent any such Loss-and-Expense is due to (a) any matter for which Operator is responsible under Article 2 hereof or for which Operator is required to indemnify Owner under Section 10.1, (b) the negligence or other wrongful conduct of any Operator Indemnified Party, (c) any event of Force Majeure, (d) any act or omission of any Operator Indemnified Party judicially determined to be responsible for or contributing to the Loss-and-Expense, or (e) any matter for which the risk has been specifically allocated to Operator hereunder. An Operator Indemnified Party shall promptly notify Owner of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give Owner the opportunity to defend such claim, and shall not settle the claim without the approval of Owner. Owner shall be entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing that is reasonably acceptable to the Operator Indemnified Party; provided, however, that, in the case of any such settlement, Owner shall obtain written release of all liability of the Operator Indemnified Party, in form and substance reasonably acceptable to the Operator Indemnified Party. Notwithstanding the foregoing, each Operator Indemnified Party shall have the right to employ its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the defense of, such claim, but the fees and expenses of such counsel incurred after notice to Owner of its assumption of the defense thereof shall be at the expense of such Operator Indemnified Party unless:
Indemnification of Operator. 19 --------------------------- 9.2 Survival.............................................................19 -------- 9.3 Notice and Legal Defense.............................................19 ------------------------ 9.4 Failure to Defend Action.............................................19 ------------------------
Indemnification of Operator. Owner shall indemnify, save harmless and defend Operator and Operator's Affiliates, and their respective directors, officers, agents, employees, successors and assigns (each an "Indemnified Party") from and against any loss directly or indirectly arising out of or relating to the acts or omissions of Owner or any person employed or engaged by Owner, or to the Services to be performed by Operator hereunder, but only to the extent any such loss was not caused by Operator's breach of its obligations under this Agreement or by such Indemnified Party's gross negligence or willful misconduct. Owner shall also indemnify, save harmless and defend any Indemnified Party from and against all fines and clean-up costs levied against such Indemnified Party or the Cogen Facility as a result of Operator's performance of waste handling services under Section 4.1(m) hereof, except to the extent that any such fines and clean-up costs are the result of Operator's gross negligence or willful misconduct.
Indemnification of Operator. Subject to this Article 7, each Participant must indemnify the Operator from and against any Liability suffered, sustained or incurred by the Operator in respect of any Loss, Claim, proceeding, injury or death (including legal fees) arising out of or as a consequence of the performance by the Operator or its officers, employees or agents of the Operator’s obligations under this Agreement.
Indemnification of Operator. Each Participant must indemnify the Operator from and against any Liability, injury or death (including legal fees) suffered, sustained or incurred by the Operator which arises out of or as a consequence of the performance by the Operator or its officers, employees or agents of the Operator’s obligations under the JVA.
Indemnification of Operator. Subject to Sections 7.1 and 7.3, Owner shall INDEMNIFY, PROTECT, DEFEND, RELEASE and HOLD HARMLESS Operator and its Affiliates, and their respective directors, officers, employees, agents, managers, members, and representatives (together with Operator, the “Operator Indemnified Parties”) from and against any and all Claims suffered by Operator Indemnified Parties as a result of, caused by, or arising out of (a) any breach of a representation or warranty of Owner in this Agreement, (b) any breach of any covenant of Owner under this Agreement, (c) the sole, joint or concurrent negligence, gross negligence or willful misconduct of ****TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX CORPORATION UNDER 17C.F.R. SECTION 200.80(B)(4), 200.83 AND 240.24b-2 Owner in its performance or failure to perform under this Agreement, or (d) the sole, joint or concurrent negligence of Operator in Operator’s performance or failure to perform under this Agreement, or (e) Operator’s performance of the Services; provided, however, that Owner shall have no indemnity or defense obligations to Operator Indemnified Parties with respect to matters for which Operator is required to indemnify or defend Owner Indemnified Parties pursuant to Section 7.3.
Indemnification of Operator. (a) Each Participant hereby agrees to indemnify and to hold the Operator harmless in proportion to its Participating Interest against any action brought or claim made against the Operator, its agents or employees and any loss, expense, damage or liability, including any Consequential Damages, suffered by one or more Persons resulting from any act or omission of the Operator, its agents or employees in conducting operations pursuant to this Agreement to the extent that the action, claim, loss, expense, damage or liability is not covered by insurance; excepting that the Operator, its agents or employees shall not be indemnified or held harmless by the Participants for any action, claim, loss, expense, damage or liability, to any third party resulting from the gross negligence of the Operator, its agents or employees unless such act or omission of the Operator, its agents or employees, is or has been done or omitted at the instruction, or with the concurrence of Participants holding not less than 75% of the Participating Interests.
Indemnification of Operator. Service Provider assumes all risks and liability inherent in all uses of the Service. Service Provider shall take all necessary measures to avoid any damage to Operator. Service Provider shall indemnify, hold harmless and defend Operator and GSMA (including their respective successors and assigns, officers, directors, employees, contractors and agents), from and against all claims, liabilities, damages, losses and expenses, including but not limited to legal costs, regulatory fines, penalties and costs, and/or expenses resulting from (i) damages to persons or property, personal injury or death caused by the negligent or willful acts or omissions of Service Provider, its officers, directors, employees, subcontractors, or agents, arising in connection with Service Provider’s use of the Service, (ii) directly arising out of or in any way connected with any claim alleging that an Application or any part thereof or the dealing with any of such violates or infringes any Party’s or third party’s proprietary or Intellectual Property Rights, (iii) any acts, duties and obligations or omissions of Service Provider or of any personnel employed by, or agents of, Service Provider, (iv) any claim arising from or otherwise related to the Service Provider services including, without limitation, any product liability claims, (v) claims by third parties and End Users on account of fraud emerging from the use of the Service and (vi) any and all breaches by Service Provider of any representations, warranties, covenants, terms or conditions of this Agreement. If Service Provider agrees that such claim or suit is fully covered by this indemnity provision and so long as Service Provider complies with its obligations under this Clause 12, then it shall be permitted to direct the defense or settlement of such claim except that it may not settle any such suit or claim without the prior written approval of Operator. If Service Provider does not agree that the claim or suit is fully covered by this indemnity provision, then the Parties agree to negotiate in good faith an equitable arrangement regarding the control of the defense of the claim or suit and any settlement thereof consistent with Service Provider’s obligations hereunder. Upon request by Service Provider, Operator shall provide reasonable cooperation, information, and assistance (at Service Provider’s expense) in connection with Service Provider’s defense or settlement of any claim.
