Common use of Indemnity by Operator Clause in Contracts

Indemnity by Operator. (a) The Operator assumes and shall --------------------- be fully responsible for all liabilities attributable in any way to the Allocated Assets, or to operations on or over the Allocated Assets, except for (i) Retained Liabilities and any other liabilities with respect to which it is the responsibility of any Person other than the Operator under the terms of the Transaction Agreement and the Ancillary Agreements to indemnify the Owner, and (ii) liabilities that arise prior to the Closing Date referred to in Section 2.8(b)(i) or Section 2.8(c) of the Transaction Agreement; provided, that for the purposes of this Section 11.1(a), the term "Ancillary Agreements" as used in the parenthetical included in Sections 2.8(b) and 2.8(c) of the Transaction Agreement shall be deemed not to include this Agreement. To that end, the Operator agrees to and shall protect, indemnify and hold wholly harmless the Owner and its directors, officers, employees and agents (each an "Owner Indemnified Person") from and against any Damages arising from or attributable to the liabilities assumed by the Operator under the first sentence of this Section 11.1(a). (b) Upon payment in full of any indemnity pursuant to this Section 11.1, the Operator shall, to the extent of such payment and so long as no Event of Default shall have occurred and be continuing, be subrogated to any rights of the Owner Indemnified Person in respect of the matter against which such indemnity was given (other than with respect to any insurance policies carried by such Owner Indemnified Person).

Indemnity by Operator. (a) The Operator assumes and shall --------------------- be fully responsible for all liabilities attributable in any way to the Allocated Assets, or to operations on or over the Allocated Assets, except for (i) Retained Liabilities and any other liabilities with respect to which it is the responsibility of any Person other than the Operator under the terms of the Transaction Agreement and the Ancillary Agreements to indemnify the Owner, and (ii) liabilities that arise prior to the Closing Date referred to in Section 2.8(b)(i2.8(b)(ii) or Section 2.8(c) of the Transaction Agreement; provided, that for the purposes of this Section 11.1(a), the term "Ancillary Agreements" as used in the parenthetical included in Sections 2.8(b) and 2.8(c) of the Transaction Agreement shall be deemed not to include this Agreement. To that end, the Operator agrees to and shall protect, indemnify and hold wholly harmless the Owner and its directors, officers, employees and agents (each an "Owner Indemnified Person") from and against any Damages arising from or attributable to the liabilities assumed by the Operator under the first sentence of this Section 11.1(a). (b) Upon payment in full of any indemnity pursuant to this Section 11.1, the Operator shall, to the extent of such payment and so long as no Event of Default shall have occurred and be continuing, be subrogated to any rights of the Owner Indemnified Person in respect of the matter against which such indemnity was given (other than with respect to any insurance policies carried by such Owner Indemnified Person).