Operator Indemnities Sample Clauses
Operator Indemnities. The Operator shall defend, indemnify and hold harmless PBF, any PBF Designee, their respective Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “PBF Indemnitees”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Operator of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Operator made herein or in connection herewith proving to be false or misleading, (b) any failure by the Operator, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, (c) the offsite disposal of any hazardous or non-hazardous waste generated from the Storage Facility unless related to a third party’s use of the Storage Facility, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Operator, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling or transportation of any Products hereunder, except to the extent of PBF’s obligations under Section 20(b) below, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the negligence or willful misconduct on the part of the PBF Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Operator’s liability to the PBF Indemnitees pursuant to this Section 20 shall be net of any insurance proceeds actually received by the PBF Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. PBF agrees that it shall, and shall cause the other PBF Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the PBF Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Operator of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Operator fully informed of the efforts of the PBF Indemnitees in pursuing collection of such insurance proceeds.
Operator Indemnities. Operator shall fully indemnify each of the Owner Indemnified Parties, from and against any and all Damages directly or indirectly arising out of, resulting from or related to:
(i) damage to the Purchased Assets between the Effective Date and the Commercial Operation Date, except excluding damage to the Purchased Assets to the extent attributable to the Owner Indemnified Parties or their contractors (but not the Operator);
(ii) all liabilities for the payment of the amount of any Lien claimed against the property of the Owner or other property in the Owner’s possession directly related to the Project by the Operator, any Subcontractors, employees and/or agents of the Operator and the Operator shall promptly vacate any such Lien at its sole expense;
(iii) infringement or alleged infringement of any intellectual property or other proprietary right based upon, or arising from, the Services including design and engineering, or the materials and equipment designed or incorporated into the Utility Plant by the Operator its Subcontractors or vendors, except to the extent that the Damages arise as a result of the Owner directing the Operator to use a specific design or specific materials;
(iv) the failure of the Operator to comply with any Applicable Laws in the provision of the Services or otherwise in connection with this Agreement;
(v) any claim that any personnel of the Operator (including its Subcontractors) is an employee of the Owner; and
(vi) the Release of any Hazardous Material from the Combined Facility, except to the extent that the Damages arise from the acts or omission of the Owner Indemnified Parties or their contractors (but not the Operator).
Operator Indemnities. 16.4.1 The Operator shall and shall procure that any relevant Sub-Contractor shall indemnify and keep indemnified in full (i) the Authority and, (ii) at the Authority’s request, each and every contractor and/or sub-contractor who shall provide any service equivalent to any of the Services after expiry or earlier termination of this Agreement against:-
(a) claims in respect of all emoluments and all other contractual or statutory payments (including but not limited to any claim for compensation and/or damages and also any claim in relation to any change to contractual terms or any breach of contract) unpaid by the Operator and/or a Sub-Contractor and/or any third party to or in respect of any person who is or who is alleged to be entitled to such payments and who is or has been or is alleged to have been employed or engaged by the Operator and/or any Sub-Contractor and/or any third party in connection with the provision of any of the Services and/or any services similar to any of the Services which relate to any period of employment or engagement with the Operator and/or any Sub-Contractor and/or any third party on or after the date on which the Contractor first commenced the provision of the services similar to the Services to the Authority (the “Initial Date”) but prior to the date of expiry or termination of this Agreement, and all income tax and pension and national insurance contributions payable thereon; and
(b) all Losses incurred by the Authority and/or any of the Authority’s sub- contractors and/or any Replacement Operator as a result of any claim against the Authority and/or any of the Authority’s sub-contractors and/or any Replacement Operator in respect of any liability and/or any alleged liability to or in respect of any person who is or has been or is alleged to have been employed or engaged (whether as a consequence of TUPE or otherwise) by the Operator and/or any Sub-Contractor and/or any third party in connection with the provision of any of the Services or any services similar to any of the Services, where such claim arises as a result of any act or omission or alleged act of omission of the Operator and/or any Sub- Contractor and/or any third party occurring on or after the Initial Date and before the expiry or termination of this Agreement.
16.4.2 Clause 37.6 (Conduct of Claims) of this Agreement shall apply where any claim is made in respect of the indemnities given by the Operator under clause 16.4.