Common use of Lessor Indemnity Clause in Contracts

Lessor Indemnity. Lessor's obligation to indemnify and hold harmless any Participant Indemnitee or, in the case of any Project Agreement, Qualified Project Indemnitee under Section 13.1(b)(ii) or Tax Indemnitee under Section 13.4(a): (A) is not an individual or personal obligation of Lessor or Trustee, and nothing herein shall be construed as creating any liability on Lessor or Trustee, individually or personally, to pay, indemnify or hold harmless any Participant Indemnitee under this Article XIII; (B) is not an obligation binding on Lessor or claim on the Trust Estate except to the extent of any payment received from Lessee or paid by either Guarantor on Lessee's behalf, pursuant to Section 13.1(b)(i) or Section 13.4(a); and (C) shall be paid and discharged solely and exclusively from amounts paid by Lessee or paid by either Guarantor on Lessee's behalf, received by Lessor pursuant to Section 13.1(b)(i) or Section 13.4(a), and it is expressly agreed by each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee that the sole recourse of each such Person for payment or discharge of the indemnification obligations created under Section 13.1(b)(ii) or Section 13.4(a)(ii) shall be to such amounts paid by Lessee pursuant to Section 13.1(b)(i) and Section 13.4(a)(i); and (D) is the sole and exclusive right of each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee against Lessor or Trustee or the Trust Estate, and any right to proceed against Lessor or Trustee individually or otherwise or against the Trust Estate under common law, federal or state securities laws or otherwise for indemnification or contribution in connection with the matters covered by this Section 13.1(b) or Section 13.4(b) is hereby expressly waived by each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee (other than claims that may be made against Lessor, individually or personally, for fraud, gross negligence or willful misconduct). Except as otherwise set forth in this Section 13.1(c), nothing in this Article XIII is intended as or shall be construed as a limitation on the right of any Indemnitee or Qualified Project Indemnitee to make indemnification, contribution or other claims of any kind against Lessee, to the extent that such claims otherwise may be made, with respect to any matter, including indemnification for Claims of the type referred to in Section 13.1(a). To the extent that any payments made pursuant to Section 13.1(b)(ii) or Section 13.4(a) are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by Lessor to a trustee, debtor in possession, receiver or other Person under any Bankruptcy Law, common law or equitable cause, then to such extent, the Indemnitee or Qualified Project Indemnitee who received any such payments from Lessor (or any portion thereof) shall repay any such amounts to Lessor, or as may otherwise be directed by a court of competent jurisdiction. The indemnification obligations of Lessor under Section 13.1(b)(ii) and 13.4(a)(ii)shall survive and be reinstated to the same extent, for the same period and in the same manner as the indemnification obligations of Lessee. The right of any Participant Indemnitee, Qualified Project Indemnitee or Tax Indemnitee to seek indemnification from Lessor under Section 13.1(b)(ii) or 13.4(b) is subject to and conditioned upon compliance by any such Indemnitee with the notice, cooperation, appointment of counsel, contest rights and other provisions in Section 13.3 and 13.4(b), unless waived by Lessee in writing, except that any reference in such Sections to Lessee shall be deemed to be a reference to Lessor. Without limiting the foregoing, Lessor hereby, subject to the terms of this Section 13.1(c), grants to each Participant Indemnitee, each Tax Indemnitee and, to the extent provided for in the applicable Project Agreement or an agreement to be entered into pursuant to the last sentence of this paragraph, each Qualified Project Indemnitee a nonexclusive assignment of the right to enforce Lessor's indemnification rights under Sections 13.1(b)(i) and 13.4(a) with respect to Claims or Impositions of such Participant Indemnitees for which Lessor is indemnified under such Sections 13.1(b)(i) and 13.4(a). Lessee acknowledges and agrees that Lessor, (i) has indemnified the Participant Indemnitees and Tax Indemnitees under Sections 13.1(b)(ii) and 13.4(a), and (ii) has granted to such Participant Indemnitees a nonexclusive assignment of the right to enforce Lessor's indemnification rights under such Sections. Any Claim for indemnification to be made by any Participant Indemnitee or Tax Indemnitee by its exercise of the above described nonexclusive assignment will be brought on behalf of each Participant Indemnitee or Tax Indemnitee to be so indemnified by Administrative Agent following a demand by any such Participant Indemnitee or Tax Indemnitee, and solely for purposes of Section 13.3 and 13.4(b), Administrative Agent shall be deemed to be the Indemnitee or Tax Indemnitee as applicable. The agreements, acknowledgements and waivers required of each Qualified Project Indemnitee in this Section 13.1(c) shall be set forth in the writing to be executed by such Qualified Project Indemnitee as required in the definition of "Qualified Project Indemnitee."

Lessor Indemnity. Lessor's obligation Except as disclosed in writing to Lessee, Lessor represents that, for all periods prior to the execution and delivery hereof, the Premises has been and, on the date of delivery hereof, is in compliance with all federal, state and local environmental laws applicable to the Premises (collectively, "Environmental Laws"). Lessor agrees to indemnify and hold Lessee, its shareholders, officers, employees and affiliates harmless from and against any Participant Indemnitee orloss, in the case damage and liability (including, without limitation, damages, judgments, penalties, claims, charges, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel and consultants for Lessee)), which may be suffered or incurred by, or asserted against any Project Agreement, Qualified Project Indemnitee under Section 13.1(b)(iisuch indemnified party (whether based on strict liability or otherwise) or Tax Indemnitee under Section 13.4(a): (A) is not an individual or personal obligation of Lessor or Trustee, and nothing herein shall be construed as creating any liability on Lessor or Trustee, individually or personally, to pay, indemnify or hold harmless any Participant Indemnitee under this Article XIII; (B) is not an obligation binding on Lessor or claim on the Trust Estate except to the extent arising directly or indirectly out of any payment received from Lessee conditions existing prior to the execution and delivery hereof, whether known or paid unknown, within or about the Premises relating to any failure to keep the Premises in compliance with Environmental Laws during such periods, including (without limitation): (i) the presence, use, storage, transportation, disposal, release, threatened release, discharge, emission, generation or management of any hazardous substance, as defined under the Environmental Laws (collectively, "Hazardous Substances") at the Premises; (ii) the existence of or a threat of a release of a Hazardous Substance at the Premises; (iii) any matter otherwise regulated by either Guarantor on Lessee's behalfan Environmental Law at the Premises; or (iv) any violation of this Section 28 by Lessor, pursuant to Section 13.1(b)(i) or Section 13.4(a); and (C) shall provided, that no such indemnified party will be paid and discharged solely and exclusively from amounts paid by Lessee or paid by either Guarantor on Lessee's behalf, received indemnified by Lessor pursuant hereunder for environmental contamination to Section 13.1(b)(i) or Section 13.4(a), and it is expressly agreed the extent caused by each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee that the sole recourse of each such Person for payment or discharge of the indemnification obligations created under Section 13.1(b)(ii) or Section 13.4(a)(ii) shall be to such amounts paid by Lessee pursuant to Section 13.1(b)(i) and Section 13.4(a)(i); and (D) is the sole and exclusive right of each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee against Lessor or Trustee or the Trust Estate, and any right to proceed against Lessor or Trustee individually or otherwise or against the Trust Estate under common law, federal or state securities laws or otherwise for indemnification or contribution in connection with the matters covered by this Section 13.1(b) or Section 13.4(b) is hereby expressly waived by each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee (other than claims that may be made against Lessor, individually or personally, for fraud, gross negligence or willful misconduct). Except as otherwise set forth in this Section 13.1(c), nothing in this Article XIII is intended as or shall be construed as a limitation on the right misconduct of any Indemnitee such indemnified party, their affiliates, agents, invitees, assignees or Qualified Project Indemnitee to make indemnificationsublessees. In the event of the termination or expiration of this Lease as herein provided or Xxxxxx's abandonment of the Premises, contribution or other claims the obligations and liabilities of any kind against Lessee, to the extent that such claims otherwise may be made, Lessor with respect to any mattersuch indemnified parties, including indemnification for Claims of the type referred to in Section 13.1(a). To the extent that any payments made pursuant to Section 13.1(b)(ii) actual or Section 13.4(a) are subsequently invalidatedcontingent, declared to be fraudulent or preferential, set aside or required to be repaid by Lessor to a trustee, debtor in possession, receiver or other Person under any Bankruptcy Law, common law or equitable cause, then to such extent, the Indemnitee or Qualified Project Indemnitee who received any such payments from Lessor (or any portion thereof) shall repay any such amounts to Lessor, or as may otherwise be directed by a court of competent jurisdiction. The indemnification obligations of Lessor under Section 13.1(b)(ii) and 13.4(a)(ii)shall survive and be reinstated to the same extent, for the same period and in the same manner as the indemnification obligations of Lessee. The right of any Participant Indemnitee, Qualified Project Indemnitee or Tax Indemnitee to seek indemnification from Lessor under Section 13.1(b)(ii) or 13.4(b) is subject to and conditioned upon compliance by any such Indemnitee with the notice, cooperation, appointment of counsel, contest rights and other provisions in Section 13.3 and 13.4(b), unless waived by Lessee in writing, except that any reference in such Sections to Lessee shall be deemed to be a reference to Lessor. Without limiting the foregoing, Lessor hereby, subject to the terms of this Section 13.1(c)28 shall survive such expiration, grants to each Participant Indemnitee, each Tax Indemnitee and, to the extent provided for in the applicable Project Agreement termination or an agreement to be entered into pursuant to the last sentence of this paragraph, each Qualified Project Indemnitee a nonexclusive assignment of the right to enforce Lessor's indemnification rights under Sections 13.1(b)(i) and 13.4(a) with respect to Claims or Impositions of such Participant Indemnitees for which Lessor is indemnified under such Sections 13.1(b)(i) and 13.4(a). Lessee acknowledges and agrees that Lessor, (i) has indemnified the Participant Indemnitees and Tax Indemnitees under Sections 13.1(b)(ii) and 13.4(a), and (ii) has granted to such Participant Indemnitees a nonexclusive assignment of the right to enforce Lessor's indemnification rights under such Sections. Any Claim for indemnification to be made by any Participant Indemnitee or Tax Indemnitee by its exercise of the above described nonexclusive assignment will be brought on behalf of each Participant Indemnitee or Tax Indemnitee to be so indemnified by Administrative Agent following a demand by any such Participant Indemnitee or Tax Indemnitee, and solely for purposes of Section 13.3 and 13.4(b), Administrative Agent shall be deemed to be the Indemnitee or Tax Indemnitee as applicable. The agreements, acknowledgements and waivers required of each Qualified Project Indemnitee in this Section 13.1(c) shall be set forth in the writing to be executed by such Qualified Project Indemnitee as required in the definition of "Qualified Project Indemniteeabandonment."

Lessor Indemnity. Lessor's obligation During the Xxxxx Complex Ground Lease Term, ---------------- the Lessor assumes liability for, and agrees to indemnify protect, defend, indemnify, save and hold harmless and keep whole the Lessee from and against any Participant Indemnitee orand all liabilities (including without limitation liabilities arising out of the doctrine of strict liability), obligations, losses, claims, actions, suits, causes of action, judgments, damages, penalties, costs, disbursements and expenses (including without limitation counsel fees), whether founded or unfounded, of whatsoever kind or nature, imposed on, incurred by or asserted against the Lessee or any other Person, relating to or arising from (i) the conduct, operation or management of, or any work, act or omission whatsoever done in or on the Xxxxx Refinery Property, other than in or on the Xxxxx Complex Site, (ii) any breach or default on the part of the Lessor in the case performance of any Project Agreement, Qualified Project Indemnitee under Section 13.1(b)(ii) covenant or Tax Indemnitee under Section 13.4(a): (A) is not an individual or personal obligation of Lessor or Trustee, and nothing herein shall be construed as creating any liability on Lessor or Trustee, individually or personally, to pay, indemnify or hold harmless any Participant Indemnitee under this Article XIII; (B) is not an obligation binding on Lessor or claim on the Trust Estate except to the extent of any payment received from Lessee or paid by either Guarantor on Lessee's behalf, pursuant to Section 13.1(b)(i) or Section 13.4(a); and (C) shall be paid and discharged solely and exclusively from amounts paid by Lessee or paid by either Guarantor on Lessee's behalf, received by Lessor pursuant to Section 13.1(b)(i) or Section 13.4(a), and it is expressly agreed by each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee that the sole recourse of each such Person for payment or discharge part of the indemnification obligations created under Section 13.1(b)(ii) or Section 13.4(a)(ii) shall be to such amounts paid by Lessee pursuant to Section 13.1(b)(i) and Section 13.4(a)(i); and (D) is the sole and exclusive right of each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee against Lessor or Trustee or the Trust Estate, and any right to proceed against Lessor or Trustee individually or otherwise or against the Trust Estate under common law, federal or state securities laws or otherwise for indemnification or contribution in connection with the matters covered by this Section 13.1(b) or Section 13.4(b) is hereby expressly waived by each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee (other than claims that may be made against Lessor, individually or personally, for fraud, gross negligence or willful misconduct). Except as otherwise set forth in this Section 13.1(c), nothing in this Article XIII is intended as or shall be construed as a limitation on the right of any Indemnitee or Qualified Project Indemnitee to make indemnification, contribution or other claims of any kind against Lessee, to the extent that such claims otherwise may be made, with respect to any matter, including indemnification for Claims of the type referred to in Section 13.1(a). To the extent that any payments made pursuant to Section 13.1(b)(ii) or Section 13.4(a) are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by Lessor to a trustee, debtor in possession, receiver or other Person under any Bankruptcy Law, common law or equitable cause, then to such extent, the Indemnitee or Qualified Project Indemnitee who received any such payments from Lessor (or any portion thereof) shall repay any such amounts to Lessor, or as may otherwise be directed by a court of competent jurisdiction. The indemnification obligations of Lessor under Section 13.1(b)(ii) and 13.4(a)(ii)shall survive and be reinstated to the same extent, for the same period and in the same manner as the indemnification obligations of Lessee. The right of any Participant Indemnitee, Qualified Project Indemnitee or Tax Indemnitee to seek indemnification from Lessor under Section 13.1(b)(ii) or 13.4(b) is subject to and conditioned upon compliance by any such Indemnitee with the notice, cooperation, appointment of counsel, contest rights and other provisions in Section 13.3 and 13.4(b), unless waived by Lessee in writing, except that any reference in such Sections to Lessee shall be deemed to be a reference to Lessor. Without limiting the foregoing, Lessor hereby, subject performed pursuant to the terms of this Section 13.1(cXxxxx Complex Ground Lease, (iii) any tortious act or negligence of the Lessor or any of the Lessor's agents, contractors, servants, employees, invitees, licensees or guests with respect to the Xxxxx Refinery Property, (iv) any accident, injury or damage whatsoever caused to any person or property in or on the Xxxxx Refinery Property, other than the Xxxxx Complex Site (subject to the following subclause (v)), grants to each Participant Indemniteeor (v) any liability arising out of any work, each Tax Indemnitee and, to the extent provided for in the applicable Project Agreement act or an agreement to be entered into omission whatsoever done by Lessor at any time (whether pursuant to the last sentence Services and Supply Agreement or otherwise); provided, however, that the Lessor shall not be required to indemnify the Lessee for any liability arising out of this paragraph, each Qualified Project Indemnitee a nonexclusive assignment acts or events occurring after the end of the right to enforce Lessor's indemnification rights under Sections 13.1(b)(i) and 13.4(a) with respect to Claims or Impositions of such Participant Indemnitees for which Lessor is indemnified under such Sections 13.1(b)(i) and 13.4(a). Lessee acknowledges and agrees that Lessor, (i) has indemnified the Participant Indemnitees and Tax Indemnitees under Sections 13.1(b)(ii) and 13.4(a), and (ii) has granted to such Participant Indemnitees a nonexclusive assignment of the right to enforce Lessor's indemnification rights under such Sections. Any Claim for indemnification to be made by any Participant Indemnitee or Tax Indemnitee by its exercise of the above described nonexclusive assignment will be brought on behalf of each Participant Indemnitee or Tax Indemnitee to be so indemnified by Administrative Agent following a demand by any such Participant Indemnitee or Tax Indemnitee, and solely for purposes of Section 13.3 and 13.4(b), Administrative Agent shall be deemed to be the Indemnitee or Tax Indemnitee as applicable. The agreements, acknowledgements and waivers required of each Qualified Project Indemnitee in this Section 13.1(c) shall be set forth in the writing to be executed by such Qualified Project Indemnitee as required in the definition of "Qualified Project IndemniteeXxxxx Complex Ground Lease Term."

Lessor Indemnity. Lessor's obligation During the Ancillary Equipment Site Lease Term, the Lessor assumes liability for, and agrees to indemnify protect, defend, indemnify, save and hold harmless and keep whole the Lessee from and against any Participant Indemnitee orand all liabilities (including without limitation liabilities arising out of the doctrine of strict liability), obligations, losses, claims, actions, suits, causes of action, judgments, damages, penalties, costs, disbursements and expenses (including without limitation counsel fees), whether founded or unfounded, of whatsoever kind or nature, imposed on, incurred by or asserted against the Lessee or any other Person, relating to or arising from (i) the conduct, operation or management of, or any work, act or omission whatsoever done in or on the Xxxxx Refinery Property, other than in or on the Ancillary Equipment or the Ancillary Equipment Site, (ii) any breach or default on the part of the Lessor in the case performance of any Project Agreement, Qualified Project Indemnitee under Section 13.1(b)(ii) covenant or Tax Indemnitee under Section 13.4(a): (A) is not an individual or personal obligation of Lessor or Trustee, and nothing herein shall be construed as creating any liability on Lessor or Trustee, individually or personally, to pay, indemnify or hold harmless any Participant Indemnitee under this Article XIII; (B) is not an obligation binding on Lessor or claim on the Trust Estate except to the extent of any payment received from Lessee or paid by either Guarantor on Lessee's behalf, pursuant to Section 13.1(b)(i) or Section 13.4(a); and (C) shall be paid and discharged solely and exclusively from amounts paid by Lessee or paid by either Guarantor on Lessee's behalf, received by Lessor pursuant to Section 13.1(b)(i) or Section 13.4(a), and it is expressly agreed by each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee that the sole recourse of each such Person for payment or discharge part of the indemnification obligations created under Section 13.1(b)(ii) or Section 13.4(a)(ii) shall be to such amounts paid by Lessee pursuant to Section 13.1(b)(i) and Section 13.4(a)(i); and (D) is the sole and exclusive right of each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee against Lessor or Trustee or the Trust Estate, and any right to proceed against Lessor or Trustee individually or otherwise or against the Trust Estate under common law, federal or state securities laws or otherwise for indemnification or contribution in connection with the matters covered by this Section 13.1(b) or Section 13.4(b) is hereby expressly waived by each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee (other than claims that may be made against Lessor, individually or personally, for fraud, gross negligence or willful misconduct). Except as otherwise set forth in this Section 13.1(c), nothing in this Article XIII is intended as or shall be construed as a limitation on the right of any Indemnitee or Qualified Project Indemnitee to make indemnification, contribution or other claims of any kind against Lessee, to the extent that such claims otherwise may be made, with respect to any matter, including indemnification for Claims of the type referred to in Section 13.1(a). To the extent that any payments made pursuant to Section 13.1(b)(ii) or Section 13.4(a) are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by Lessor to a trustee, debtor in possession, receiver or other Person under any Bankruptcy Law, common law or equitable cause, then to such extent, the Indemnitee or Qualified Project Indemnitee who received any such payments from Lessor (or any portion thereof) shall repay any such amounts to Lessor, or as may otherwise be directed by a court of competent jurisdiction. The indemnification obligations of Lessor under Section 13.1(b)(ii) and 13.4(a)(ii)shall survive and be reinstated to the same extent, for the same period and in the same manner as the indemnification obligations of Lessee. The right of any Participant Indemnitee, Qualified Project Indemnitee or Tax Indemnitee to seek indemnification from Lessor under Section 13.1(b)(ii) or 13.4(b) is subject to and conditioned upon compliance by any such Indemnitee with the notice, cooperation, appointment of counsel, contest rights and other provisions in Section 13.3 and 13.4(b), unless waived by Lessee in writing, except that any reference in such Sections to Lessee shall be deemed to be a reference to Lessor. Without limiting the foregoing, Lessor hereby, subject performed pursuant to the terms of this Section 13.1(cAncillary Equipment Site Lease, (iii) any tortious act or negligence of the Lessor or any of the Lessor's agents, contractors, servants, employees, invitees, licensees or guests with respect to the Xxxxx Refinery Property, (iv) any accident, injury or damage whatsoever caused to any person or property in or on the Xxxxx Refinery Property, other than the Ancillary Equipment or the Ancillary Equipment Site (subject to the following subclause (v)), grants to each Participant Indemniteeor (v) any liability arising out of any work, each Tax Indemnitee and, to the extent provided for in the applicable Project Agreement act or an agreement to be entered into omission whatsoever done by Lessor at any time (whether pursuant to the last sentence Services and Supply Agreement or otherwise); provided, however, that the Lessor shall not be required to indemnify the Lessee for any liability arising out of this paragraph, each Qualified Project Indemnitee a nonexclusive assignment acts or events occurring after the end of the right to enforce Lessor's indemnification rights under Sections 13.1(b)(i) and 13.4(a) with respect to Claims or Impositions of such Participant Indemnitees for which Lessor is indemnified under such Sections 13.1(b)(i) and 13.4(a). Lessee acknowledges and agrees that Lessor, (i) has indemnified the Participant Indemnitees and Tax Indemnitees under Sections 13.1(b)(ii) and 13.4(a), and (ii) has granted to such Participant Indemnitees a nonexclusive assignment of the right to enforce Lessor's indemnification rights under such Sections. Any Claim for indemnification to be made by any Participant Indemnitee or Tax Indemnitee by its exercise of the above described nonexclusive assignment will be brought on behalf of each Participant Indemnitee or Tax Indemnitee to be so indemnified by Administrative Agent following a demand by any such Participant Indemnitee or Tax Indemnitee, and solely for purposes of Section 13.3 and 13.4(b), Administrative Agent shall be deemed to be the Indemnitee or Tax Indemnitee as applicable. The agreements, acknowledgements and waivers required of each Qualified Project Indemnitee in this Section 13.1(c) shall be set forth in the writing to be executed by such Qualified Project Indemnitee as required in the definition of "Qualified Project IndemniteeAncillary Equipment Site Lease Term."