Common use of Right of Way Indemnification Clause in Contracts

Right of Way Indemnification. Subject to Section 3.5, with respect to Assets Transferred pursuant to a Transaction Agreement, the Delek Entities, jointly and severally, shall indemnify, defend and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group by reason of or arising out of (a) the failure of the applicable Partnership Group Member to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any crude oil or refined products pipeline or related pump station, storage tank, terminal or truck rack or any related facility or equipment conveyed or contributed to the applicable Partnership Group Member on the applicable Closing Date is located as of such Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Entity immediately prior to such Closing Date; (b) the failure of the applicable Partnership Group Member to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.2 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the applicable Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Entity immediately prior to such Closing Date; and (c) the cost of curing any condition set forth in clause (a) or (b) of this Section 3.2 that does not allow any Asset to be operated in accordance with Prudent Industry Practice, in each case to the extent that Delek US is notified in writing of any of the foregoing prior to the applicable First Indemnification Deadline.

Right of Way Indemnification. Subject to Section 3.56.6, and with respect to Assets Transferred pursuant to a Transaction Agreementthe WMLP Assets, the Delek Entities, jointly and severally, Andeavor shall indemnify, defend and hold harmless the Partnership AMLP Group from US-DOCS\91776486.8 and against any Losses suffered or incurred by the Partnership Group AMLP Group, by reason of or arising out of (a) the failure of the applicable Partnership any AMLP Group Member to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any crude oil or refined products pipeline or related pump station, wharf, storage tank, terminal terminal, rail tracks or truck rack or any related facility or equipment conveyed or contributed acquired by AMLP pursuant to the applicable Partnership Group Member Merger Agreement on the applicable Closing Date is located as of such Closing Date, and such failure renders the Partnership AMLP Group liable to a third party or unable to use or operate the WMLP Assets in substantially the same manner that the WMLP Assets were used and operated by the applicable Delek Entity WMLP Group immediately prior to such the Closing Date; (b) the failure of the applicable Partnership any AMLP Group Member to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.2 6.2 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the applicable Closing Date, and such failure renders the Partnership AMLP Group liable to a third party or unable to use or operate the WMLP Assets in substantially the same manner that the WMLP Assets were used and operated by the applicable Delek Entity WMLP Group immediately prior to such Closing Date; and (c) the cost of curing any condition set forth in clause (a) or (b) of this Section 3.2 6.2 that does not allow any Asset the WMLP Assets to be operated in accordance with Prudent Industry Practice, in each case to the extent that Delek US (x) such matter is set forth on Schedule III to this Agreement or (y) Andeavor is notified in writing of any of the foregoing prior to the applicable First Indemnification Deadlinefifth anniversary of the Closing Date.

Right of Way Indemnification. Subject to Section 3.53.7, and with respect to Assets Transferred conveyed, contributed or otherwise transferred pursuant to a Transaction particular Contribution Agreement, each of the Delek EntitiesTesoro Indemnifying Parties as set forth on Schedule VII with respect to that Contribution Agreement, jointly severally and severallynot jointly, shall indemnify, defend and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group by reason of or arising out of (a) the failure of the applicable Partnership Group Member (or other party specified on Schedule VII) to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any crude oil or refined products pipeline or related pump station, wharf, storage tank, terminal terminal, rail tracks or truck rack or any related facility or equipment conveyed or contributed to the applicable Partnership Group Member on the applicable Closing Date is located as of such Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Tesoro Entity immediately prior to such the applicable Closing Date; (b) the failure of the applicable Partnership Group Member to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.2 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the applicable Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Tesoro Entity immediately prior to such Closing Date; and (c) the cost of curing any condition set forth in clause (a) or (b) of this Section 3.2 that does not allow any Asset to be operated in accordance with Prudent Industry Practice, in each case to the extent that Delek US Tesoro is notified in writing of any of the foregoing prior to the applicable First Indemnification Identification Deadline.

Right of Way Indemnification. Subject to Section 3.5, 3.7 and any applicable limitations set forth in Schedule VII with respect to Assets Transferred conveyed, contributed or otherwise transferred pursuant to a Transaction particular Contribution Agreement, and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement, each of the Delek EntitiesTesoro Indemnifying Parties, jointly severally and severallynot jointly, shall indemnify, defend and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group by reason of or arising out of (a) the failure of the applicable Partnership Group Member (or other party specified on Schedule VII) to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any crude oil or refined products pipeline or related pump station, wharf, storage tank, terminal terminal, rail tracks or truck rack or any related facility or equipment conveyed or contributed to the applicable Partnership Group Member on the applicable Closing Date is located as of such the Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Tesoro Entity immediately prior to such the Closing Date; (b) the failure of the applicable Partnership Group Member to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.2 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the applicable Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Tesoro Entity immediately prior to such the Closing Date; and (c) the cost of curing any condition set forth in clause (a) or (b) of this Section 3.2 that does not allow any Asset to be operated in accordance with Prudent Industry Practice, in each case to the extent that Delek US Tesoro is notified in writing of any of the foregoing prior to the applicable First Indemnification Identification Deadline.

Right of Way Indemnification. Subject to Section 3.53.7, with respect to Assets Transferred pursuant to a Transaction Agreementeach of Tesoro Refining and Marketing and Tesoro Alaska, the Delek Entities, jointly severally and severallynot jointly, shall indemnify, defend and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group by reason of or arising out of (a) the failure of the applicable Partnership Group Member to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any crude oil or refined products pipeline or related pump station, storage tank, terminal or truck rack or any related facility or equipment conveyed or contributed to the applicable Partnership Group Member on the applicable Closing Date is located as of such the Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Tesoro Entity immediately prior to such the Closing DateDate as described in the Registration Statement; (b) the failure of the applicable Partnership Group Member to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.2 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the applicable Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Tesoro Entity immediately prior to such the Closing DateDate as described in the Registration Statement; and (c) the cost of curing any condition set forth in clause (a) or (b) of this Section 3.2 that does not allow any Asset to be operated in accordance with Prudent Industry Practice, in each case to the extent that Delek US Tesoro is notified in writing of any of the foregoing prior to the applicable First Indemnification Identification Deadline.

Right of Way Indemnification. Subject to Section 3.5, 3.7 and any applicable limitations set forth in Schedule VII with respect to Assets Transferred conveyed, contributed or otherwise transferred pursuant to a Transaction particular Contribution Agreement, and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement, each of the Delek EntitiesTesoro Indemnifying Parties, jointly severally and severallynot jointly, shall indemnify, defend and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group by reason of or arising out of (a) the failure of the applicable Partnership Group Member (or other party specified on Schedule VII) to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any crude oil or refined products pipeline or related pump station, wharf, storage tank, terminal or truck rack or any related facility or equipment conveyed or contributed to the applicable Partnership Group Member on the applicable Closing Date is located as of such the Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Tesoro Entity immediately prior to such the Closing Date; (b) the failure of the applicable Partnership Group Member to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.2 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the applicable Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Tesoro Entity immediately prior to such the Closing Date; and (c) the cost of curing any condition set forth in clause (a) or (b) of this Section 3.2 that does not allow any Asset to be operated in accordance with Prudent Industry Practice, in each case to the extent that Delek US Tesoro is notified in writing of any of the foregoing prior to the applicable First Indemnification Identification Deadline.

Right of Way Indemnification. Subject to Section 3.5, with respect to Assets Transferred pursuant to a Transaction Agreement, the Delek Entities, jointly and severally, Green Plains shall indemnify, defend and hold harmless the Partnership each Group Member from and against any Losses suffered or incurred by the Partnership such Group Member by reason of or arising out of (a) the failure of the applicable Partnership such Group Member to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any crude oil or refined products pipeline or related pump station, storage tank, terminal or truck rack or any related facility or equipment of the Assets conveyed or contributed to the applicable Partnership such Group Member on the applicable Closing Date is located as of such the Closing Date, and such failure renders such Group Member liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated as of immediately prior to the Closing Date as described in the Registration Statement; (b) the failure of such Group Member to have the consents, licenses and permits necessary to allow (i) any pipeline included in the Assets to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date, (ii) any activity permitted by Non-Exclusive Licenses for Use of Track and Property, each dated as of the Closing Date, each of between a Green Plains Entity and a Group Member, as of the Closing Date, or (iii) the transfer of any of the Assets to the Partnership Group, in each case, where such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Entity as of immediately prior to such the Closing Date; (b) Date as described in the failure of the applicable Partnership Group Member to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.2 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the applicable Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Entity immediately prior to such Closing Date; Registration Statement and (c) the cost of curing any condition set forth in clause (aSection 2.2(a) or (b) of this Section 3.2 that does not allow any Asset to be operated in accordance with Prudent Industry Practiceprudent industry practice, in each case to the extent that Delek US Green Plains is notified in writing of any of the foregoing prior to the applicable First Indemnification Identification Deadline.

Right of Way Indemnification. Subject to Section 3.53.7, and with respect to Assets Transferred conveyed, contributed or otherwise transferred pursuant to a Transaction particular Contribution Agreement, each of the Delek EntitiesAndeavor Indemnifying Parties as set forth on Schedule VII with respect to that Contribution Agreement, jointly severally and severallynot jointly, shall indemnify, defend and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group by reason of or arising out of (a) the failure of the applicable Partnership Group Member (or other party specified on Schedule VII) to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any crude oil or refined products pipeline or related pump station, wharf, storage tank, terminal terminal, rail tracks or truck rack or any related facility or equipment conveyed or contributed to the applicable Partnership Group Member on the applicable Closing Date is located as of such Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Andeavor Entity immediately prior to such the applicable Closing Date; (b) the failure of the applicable Partnership Group Member to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.2 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the applicable Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Andeavor Entity immediately prior to such Closing Date; and (c) the cost of curing any condition set forth in clause (a) or (b) of this Section 3.2 that does not allow any Asset to be operated in accordance with Prudent Industry Practice, in each case to the extent that Delek US Andeavor is notified in writing of any of the foregoing prior to the applicable First Indemnification Identification Deadline.

Right of Way Indemnification. Subject to Section 3.5, with respect to Assets Transferred pursuant to a Transaction Agreement, the Delek Entities, jointly and severally, Green Plains shall indemnify, defend and hold harmless the Partnership each Group Member from and against any Losses suffered or incurred by the Partnership such Group Member by reason of or arising out of (a) the failure of the applicable Partnership such Group Member to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any crude oil or refined products pipeline or related pump station, storage tank, terminal or truck rack or any related facility or equipment of the Assets conveyed or contributed to the applicable Partnership such Group Member on the applicable Closing Date is located as of such the Closing Date, and such failure renders such Group Member liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated as of immediately prior to the Closing Date, as described in the Registration Statement; (b) the failure of such Group Member to have the consents, licenses and permits necessary to allow (i) any pipeline included in the Assets to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date, (ii) any activity permitted by Non-Exclusive License for Use of Track and Property dated as of , 2015, between Green Plains and the Partnership, or (iii) the transfer of any of the Assets to the Partnership Group, in each case, where such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Entity as of immediately prior to such the Closing Date; (b) Date as described in the failure of the applicable Partnership Group Member to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.2 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the applicable Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Entity immediately prior to such Closing Date; Registration Statement and (c) the cost of curing any condition set forth in clause (aSection 2.2(a) or (b) of this Section 3.2 that does not allow any Asset to be operated in accordance with Prudent Industry Practiceprudent industry practice, in each case to the extent that Delek US Green Plains is notified in writing of any of the foregoing prior to the applicable First Indemnification Identification Deadline.