South Refinery Claims Sample Clauses

South Refinery Claims. Except to the extent of the Sellers’ obligations under 3.1(f) and 3.3(e) herein, from and after the Closing, Refinery Buyer shall indemnify, defend and hold harmless Sellers and their Affiliates (including their respective directors, officers, employees and representatives) against all Losses, including Asbestos or Silica Related Disease Losses, attributable to the ownership, operation, maintenance, improvement, use or closure of the South Refinery, whether prior to, on or after the Closing Date, and including any claims made through subrogation or otherwise pursuant to the South Refinery PLL Insurance Policy. In addition to the foregoing, Refinery Buyer shall indemnify, defend and hold harmless Sellers and their Affiliates (including their respective directors, officers, employees and representatives) against all costs, fines, penalties, claims, judgments and demands arising out of Clean Air Act New Source Review Enforcement Actions attributable to the ownership, operation, maintenance, improvement, use or closure of the South Refinery, whether prior to, on or after the Closing Date, and including any claims made through subrogation or otherwise pursuant to the South Refinery PLL Insurance Policy. The indemnity in this section 3.2(d) does not apply to Losses related to historical releases of Heavy Straight Run Gasoline present on the South Refinery, west of Tank 4117, prior to Closing; provided, any such Losses are denied as not being covered pursuant to AIG Policy No. PLS-CCC 529 5413 (the “Policy”) issued by Commerce and Industry Insurance Company, an Affiliate of American International Group, Inc. (“AIG”) and further provided Refinery Buyer uses commercially reasonable efforts to pursue any denied Losses against AIG requested by CUSA, and, further provided, the financial cost of pursuing any such losses against AIG will be the sole responsibility of CUSA. In such event, CUSA shall have the right to select legal counsel
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