Common use of Assumption of Liabilities; Indemnifications by BUYER Clause in Contracts

Assumption of Liabilities; Indemnifications by BUYER. Under the Purchase and Sale Agreement BUYER has agreed to assume all right, title, interest and liabilities of TOTAL in, to and under the Property, the Joint Venture and the Joint Venture Agreement, including but not limited to any and all environmental liabilities. Accordingly, BUYER shall be responsible for all costs, fines, damages, judgments, penalties or responsibilities (environmental and otherwise) in connection with its ownership and use of the Property and for any and all work performed in and on the Property, whether arising prior to or subsequent to the Closing Date. Under the Purchase and Sale Agreement BUYER has agreed to indemnify and save harmless TOTAL from any loss, cost or liability (including reasonable legal fees) arising from a claim against TOTAL in respect of: (a) any failure by BUYER to timely and fully perform all reclamation, restoration, waste disposal or other closure obligations required by governmental authorities in respect of all activities on the Property, whether arising prior to or subsequent to the Closing Date; (b) any failure or omission by BUYER which results in a violation of or liability under any present or future applicable federal, provincial or local environmental laws, statutes, rules, regulations, permits, ordinances, certificates, licenses and other regulatory requirements, policies or guidelines in respect of all activities on the Property, whether arising prior to or subsequent to the Closing Date; and (c) any claims by third parties against TOTAL in respect of property damage or injury or death to persons arising out of the activities on or with respect to the Property whether arising prior to or subsequent to the Closing Date.

Assumption of Liabilities; Indemnifications by BUYER. Under the Purchase and Sale Agreement BUYER has agreed to assume all right, title, interest and liabilities of TOTAL NEWMONT in, to and under the Property, the Joint Venture and the Joint Venture Agreement, including but not limited to any and all environmental liabilities. Accordingly, BUYER shall be responsible for all costs, fines, damages, judgments, penalties or responsibilities (environmental and otherwise) in connection with its ownership and use of the Property and for any and all work performed in and on the Property, whether arising prior to or subsequent to the Closing Date. Under the Purchase and Sale Agreement BUYER has agreed to indemnify and save harmless TOTAL NEWMONT from any loss, cost or liability (including reasonable legal fees) arising from a claim against TOTAL NEWMONT in respect of: (a) any failure by BUYER to timely and fully perform all reclamation, restoration, waste disposal or other closure obligations required by governmental authorities in respect of all activities on the Property, whether arising prior to or subsequent to the Closing Date; (b) any failure or omission by BUYER which results in a violation of or liability under any present or future applicable federal, provincial or local environmental laws, statutes, rules, regulations, permits, ordinances, certificates, licenses and other regulatory requirements, policies or guidelines in respect of all activities on the Property, whether arising prior to or subsequent to the Closing Date; and (c) any claims by third parties against TOTAL NEWMONT in respect of property damage or injury or death to persons arising out of the activities on or with respect to the Property whether arising prior to or subsequent to the Closing Date.

Assumption of Liabilities; Indemnifications by BUYER. Under the Purchase and Sale Agreement BUYER has agreed to assume hereby assumes all right, title, interest and liabilities of TOTAL NEWMONT in, to and under the Property, the Joint Venture and the Joint Venture Agreement, including but not limited to any and all environmental liabilities. Accordingly, BUYER shall be responsible for all costs, fines, damages, judgments, penalties or responsibilities (environmental and otherwise) in connection with the Property, its ownership and use of the Property and for any and all work performed in and on the Property, whether arising prior to or subsequent to the Closing Date. Under the Purchase BUYER hereby indemnifies and Sale Agreement BUYER has agreed to indemnify and save saves harmless TOTAL NEWMONT from any loss, cost or liability (including reasonable legal fees) arising from a claim against TOTAL NEWMONT in respect of: (a) any failure by BUYER to timely and fully perform all reclamation, restoration, waste disposal or other closure obligations required by law or regulation, the terms and conditions of applicable licenses or by governmental authorities or otherwise to prevent liability in respect of all activities on the Property, whether arising prior to or subsequent to the Closing Date; (b) any failure or omission by BUYER which results in a violation of or liability under any present or future applicable federal, provincial provincial, territorial or local environmental laws, statutes, rules, regulations, permits, ordinances, certificates, licenses and other regulatory requirements, policies or guidelines in respect of all activities on the Property, whether arising prior to or subsequent to the Closing Date; and (c) any claims by third parties against TOTAL NEWMONT in respect of property damage or injury or death to persons arising out of the activities on or with respect to the Property whether arising prior to or subsequent to the Closing Date.

Assumption of Liabilities; Indemnifications by BUYER. Under the Purchase and Sale Agreement BUYER has agreed to assume all right, title, interest and liabilities of TOTAL NEWMONT in, to and under the Property, the Joint Venture and the Joint Venture Agreement, including but not limited to any and all environmental liabilities. Accordingly, BUYER shall be responsible for all costs, fines, damages, judgments, penalties or responsibilities (environmental and otherwise) in connection with its ownership and use of the Property and for any and all work performed in and on the Property, whether arising prior to or subsequent to the Closing Date. Under the Purchase and Sale Agreement BUYER has agreed to indemnify and save harmless TOTAL NEWMONT from any loss, cost or liability (including reasonable legal fees) arising from a claim against TOTAL NEWMONT in respect of: (a) any failure by BUYER to timely and fully perform all reclamation, restoration, waste disposal or other closure obligations required by governmental authorities in respect of all activities on the Property, whether arising prior to or subsequent to the Closing Date; (b) any failure or omission by BUYER which results 6. in a violation of or liability under any present or future applicable federal, provincial or local environmental laws, statutes, rules, regulations, permits, ordinances, certificates, licenses and other regulatory requirements, policies or guidelines in respect of all activities on the Property, whether arising prior to or subsequent to the Closing Date; and (c) any claims by third parties against TOTAL NEWMONT in respect of property damage or injury or death to persons arising out of the activities on or with respect to the Property whether arising prior to or subsequent to the Closing Date.