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. 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. 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:
(i) the employment of counsel by such Operator Indemnified Party has been authorized by Owner;
(ii) counsel to such Opera...
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. Each Participant must indemnify the Operator from and against any Claim 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 Joint Venture Agreement.
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 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.
(b) The Operator shall not be liable to any Participant or other party for any action, claim, loss, expense, damage or liability except when resulting from the gross negligence or wilful misconduct of the Operator, its agents or employees. In no event shall the Operator be liable to any Participant or other party for Consequential Damages suffered by a Person.
Indemnification of Operator. The Operator shall not be liable to the Non-Operators for any act or omission in the conduct of Work hereunder so long as such act or omission is not due to negligence wilful misconduct or wilful failure or from the breach of the provisions of this Agreement on the part of the Operator. All liabilities incurred by the Operator in carrying out duly authorised operations hereunder except those resulting from such negligence, wilful misconduct or wilful failure or from the breach of the provisions of this Agreement shall be charged to the Joint Account and borne by the Parties as provided in Clause 11.2 hereof.
