Operator Indemnity Clause Samples
The Operator Indemnity clause requires the operator to compensate or protect another party from losses, damages, or liabilities arising from the operator's actions or omissions. Typically, this clause applies to situations where the operator's negligence, misconduct, or failure to perform contractual duties results in harm to the other party or third parties. By allocating responsibility for certain risks to the operator, this clause ensures that the party relying on the operator is financially protected against specific operational risks and liabilities.
POPULAR SAMPLE Copied 1 times
Operator Indemnity. Operator shall indemnify, defend and hold harmless Owner, Lender, IMTT-Bayonne, IMTT-BX and their respective Affiliates, and partners, joint venturers, officers, agents, employees, successors and assigns (collectively, the "Owner Indemnitees") from and against any and all suits, actions, legal or administrative proceedings, claims, demands, penalties, costs and expenses (Including attorneys' fees, court costs and all costs or expenses related to environmental clean-up, containment, remediation or removal of hazardous waste or pollution to property of third parties) of any nature for personal injury or death or physical damage to property of any third party (including employees of Operator and its subcontractors) arising out of or resulting from the performance or non-performance of the Work or any other activities on or about the Site or other locations where the Work is performed to the extent that the same is caused by any negligent act or negligent omission of, or willful misconduct or intentional act by, Operator or its subcontractors or suppliers, or anyone employed by any of them or anyone for whose acts any of them may be liable, unless solely caused by the negligence of any of the Owner Indemnitees. In the event that such damage or injury is caused by the joint or concurrent negligence of Owner, its employees, subcontractors (other than subcontractors of operator) or agents, the loss shall be borne by Operator and Owner proportionately to their degree of fault. In the event Operator shall be liable for any loss, costs and expenses pursuant to this Section 13.1, the proceeds of the insurance policies referred to in Section 10.2(c) and (d) shall first apply, other than as stipulated therein, to the loss, costs and expenses. If such proceeds are insufficient to cover all such loss, costs and expenses, Operator shall be liable for and shall pay for all sums in excess of such insurance proceeds; provided, however, in the event that such loss, costs and expenses are caused by the joint or concurrent negligence of Owner, its employees, subcontractors (other than subcontractors of Operator) or agents, the loss, costs and expenses shall be borne by Operator and Owner proportionately to their degree of fault. Notwithstanding anything herein to the contrary, in the event of loss or damage due to the negligence or willful misconduct of Operator, Operator shall be liable, proportionately to the extent of Operator's negligence or willful misconduct, for the dedu...
Operator Indemnity. The Operator shall defend, indemnify and hold harmless the Municipality, its elected representatives, officers, employees and agents from and against any losses that arise out of, or result from and are directly related to:
11.1.1 The occurrence of default by the Operator;
11.1.2 Any negligent or willful acts or omissions by the Operator with respect to the Operator’s performance of its obligations under the Agreement.
11.1.3 Any losses or damages incurred by any person using the Facilities including sickness or death that occurs as a result of the COVID 19 PANDEMIC and the Operator agrees to release the Municipality of Lambton Shores from any liability in connection therewith.
Operator Indemnity. OPERATOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OWNER GROUP FROM AND AGAINST ALL DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING ALL REASONABLE ATTORNEYS’ FEES, AND LITIGATION OR ARBITRATION EXPENSES) ARISING OUT OF OR RESULTING FROM OR RELATED TO (I) INJURY TO OR DEATH OF ANY MEMBER OF THE OPERATOR GROUP OR (II) DAMAGE TO OR DESTRUCTION OF PROPERTY OF ANY MEMBER OF THE OPERATOR GROUP OCCURRING IN CONNECTION WITH THE SERVICES, REGARDLESS OF THE CAUSE OF SUCH INJURY, DEATH, PHYSICAL DAMAGE OR DESTRUCTION, INCLUDING THE SOLE OR JOINT NEGLIGENCE, BREACH OF CONTRACT OR OTHER BASIS OF LIABILITY OF ANY MEMBER OF THE OWNER GROUP. Operator shall indemnify, defend, and hold harmless the Owner Group against any and all Losses of whatever kind and nature, including all related costs and expenses incurred in connection therewith, in respect of personal injury to or death of third parties and in respect of loss of or damage to any third party property to the extent that the same arises out of:
(a) any breach by Operator of its obligations hereunder;
(b) any negligent act or omission on the part of Operator; and
(c) any gross negligence or willful misconduct of Operator. Any indemnification payable by Operator to Owner hereunder shall be net of any insurance proceeds received by Owner under Owner’s insurance policies with respect to the circumstances giving rise to Operator’s indemnification of Owner hereunder.
Operator Indemnity. The Operator unconditionally and irrevocably indemnifies the [TfNSW Lessor/Successor Operator] against any liability, cost, damages, debt, expense, tax or loss incurred or payable by the [TfNSW Lessor/Successor Operator] as a result of any suit, action, demand, cause of action or proceeding against the [TfNSW Lessor/Successor Operator] under or in respect the Bus Leases which relates to any act or omission of the Operator at any time before the Effective Date.
Operator Indemnity. Operator shall indemnify and hold Licensor harmless from and against any costs, losses, liabilities and expenses (including reasonable attorneys fees) arising out of third party claims related to Operator's use of the Software under this License.
Operator Indemnity. Subject to the provisions of Article 5., Operator shall indemnify, defend and hold harmless the Owner Indemnitees from and against any and all Losses incurred by any Owner Indemnitee in connection with or arising out of any Action by any third party (including any Governmental Authority), on account of (x) illness, injury to or death of any person, (y) any loss of or damage to the property of any third parties occurring at the Site, or (z) any fine or penalty imposed by a Governmental Authority, in each case to the extent such Losses relates to (i) any material breach of any covenant or agreement of Operator contained in this Agreement or any material inaccuracy of any representation and warranty of Operator contained in this Agreement or (ii) any negligent acts or omissions, willful misconduct or violation or alleged violation of Applicable Law in connection with the transactions contemplated by this Agreement by Operator or any of its Subcontractors or any other Person acting under Operator’s direction or control or on Operator’s behalf. Operator Environmental Indemnity. Subject to the provisions of Article 5., Operator shall indemnify, defend and hold harmless the Owner Indemnitees from and against any and all Losses incurred by any Owner Indemnitee in connection with or arising out of any Action by any third party (including any Governmental Authority), on account of: (i) any presence of a Hazardous Material at or adjacent to the Project or the Site solely to the extent caused during the Term by Operator or any Subcontractor or any other Person acting under Operator’s direction or control or on Operator’s behalf; and (ii) any unauthorized Prohibited Substances, solely to the extent during the Term furnished or delivered to or installed at the Project or the Site by Operator or any Subcontractor or any other Person acting under Operator’s direction or control or on Operator’s behalf.
Operator Indemnity. To the maximum extent allowed by applicable Law, Operator shall be solely responsible for, and shall protect, defend, indemnify and hold harmless Landowner and its respective directors, managers, officers, agents, employees and Affiliates (“Landowner Group”) from and against claims, demands, suits, causes of action, losses, damages, liabilities, liens, encumbrances, obligations, fines, penalties, out-of-pocket costs (including attorneys’ fees and costs of investigation, litigation or arbitration) and expenses, judgments, awards, or amounts, of any kind or character, whether created by law (including statute), contract, tort, voluntary settlement or otherwise, or under judicial proceedings, administrative proceedings or otherwise (collectively, “Losses”) resulting from, arising out of or in any way related to (a) Operator Group’s presence or operations on the Lands or its activities pursuant to this Agreement, including (i) death, injury or illness to any person or loss of or damage to any property, including any death or personal injury or illness or loss or damage to property caused by the act or omission (whether negligent or otherwise), the negligence or breach of statutory duty of any member of Operator Group (except, in each case, as provided in Section 8.2); (ii) any Hazardous Material contamination or other environmental condition existing on the Lands as of the Effective Date or caused by any member of Operator Group, including clean-up actions or remediation work resulting therefrom, whether now known or hereafter discovered; (iii) claims or investigations by any Governmental Authority or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory brought by a Third Party against any member of Operator Group; (b) Operator’s performance or non-performance of this Agreement; or (c) any breach by Operator of its representations, warranties or covenants under this Agreement.
Operator Indemnity. TO THE FULLEST EXTENT PERMITTED BY LAW, OPERATOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OWNER GROUP FROM AND AGAINST ALL DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING ALL REASONABLE ATTORNEYS' FEES, AND LITIGATION OR ARBITRATION EXPENSES) ARISING OUT OF OR RESULTING FROM OR RELATED TO (I) INJURY TO OR DEATH OF ANY MEMBER OF THE OPERATOR GROUP OR (II) DAMAGE TO OR DESTRUCTION OF PROPERTY OF ANY MEMBER OF THE OPERATOR GROUP OCCURRING IN CONNECTION WITH THE SERVICES, REGARDLESS OF THE CAUSE OF SUCH INJURY, DEATH, PHYSICAL DAMAGE OR DESTRUCTION, INCLUDING THE SOLE OR JOINT
(a) any breach by Operator of its obligations hereunder;
(b) any negligent act or omission on the part of Operator; and
(c) any gross negligence or willful misconduct of Operator. Any indemnification payable by Operator to Owner hereunder shall be net of any insurance proceeds received by Owner under Owner's insurance policies with respect to the circumstances giving rise to Operator' indemnification of Owner hereunder.
Operator Indemnity. Operator agrees to indemnify, defend and hold harmless Transferee against any and all costs, liability and expenses, including reasonable attorneys' fees, which it may incur as a result of (i) a breach by Operator of its obligations under this Agreement, (ii) the acts or omissions of the Operator under the Assumed Operating Contracts prior to the Closing Date and any amounts owed with respect to such period, (iii) the acts or omissions of the Operator under any terminated contract regardless of whether it relates to the period prior to or after the Closing Date or (iv) the ownership or operation of any Facility prior to the Closing Date. Notwithstanding the foregoing, Operator shall be subject to the same rights and obligations with respect to indemnification as apply to Owner under Article 8 of the Asset Purchase Agreement.
Operator Indemnity. Subject to Article 17.2, the Operator covenants to defend, indemnify and save harmless the City from and against any and all Claims of any nature whatsoever and howsoever caused by the Operator resulting from or relating to:
(a) Any breach, violation or non-performance of this Agreement;
(b) The existence or the alleged existence of any dangerous condition in or at the Pelletizer Facility;
(c) Any acts performed or omitted to be performed (including, without limitation, any negligent acts or omissions);
(d) Any damage to property, either real or personal, either owned by the City or others (including any member of the public), howsoever occasioned;
(e) Any personal or bodily injury to or death of any person or persons (including, any member of the public), howsoever occasioned;
(f) Any inaccuracy in or breach of any of the representations, warranties or covenant contained in this Agreement, or any document given pursuant to this Agreement;
(g) Any liabilities relating to the reversion of the Pelletizer Facility, including any claims of all employees who are terminated by the Operator;
(h) Any infringement or breach of any patent, trade secret, service mark, trade name, copyright, official mark, moral right, trademark, industrial design or other proprietary rights of any person conferred by contract, common law, statute or otherwise in respect to the work or services or any matter performed by the Operator, or anyone else for whom the Operator is, at Law, responsible, or is occasioned by the Operator in connection with work done or services provided by the Operator under this Agreement.
(i) Any third party claims, actions, suits or proceedings related to the Operator under this Agreement; or
(j) All costs, expenses and legal fees (on a substantial indemnity basis) that may be incurred or paid by the City in enforcing this Agreement and/or that may be incurred or paid by the City in connection with any Claim, action, suit or proceeding with respect to a matter for which the Operator is obligated to indemnify the City pursuant to this Agreement.