Operator Indemnity. Operator shall indemnify, defend and hold ------------------ harmless Owner, Lender, Exxon, Bayway 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 axe 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, f...
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:
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. 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:
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. Where a claim or proceeding is made or brought against the Authority which arises out of the infringement of any Intellectual Property Rights in relation to the Operator’s performance of the Services or because the use by the Operator of any materials, plant, machinery or equipment in connection with the provision of Services or the Project infringes any Intellectual Property Rights of a third party then, unless such infringement has arisen out of the improper use of any Intellectual Property by or on behalf of the Authority otherwise than in accordance with the terms of this Agreement, the Operator shall indemnify the Authority at all times from and against all such claims and proceedings and the provisions of clause 37 (Indemnities, Guarantees and Contractual Claims) shall apply.
Operator Indemnity. The Operator unconditionally and irrevocably indemnifies the Successor Operator against any liability, cost, damages, debt, expense, tax or loss incurred or payable by the Successor Operator as a result of any suit, action, demand, cause of action or proceeding against the 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. 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:
Operator Indemnity. Subject to the limitations contained in Section 299, we agree to indemnify, defend and hold you harmless from and against any damages or losses directly attributable to a material breach of our obligations under this Agreement.
