Buyer’s General Indemnification. Subject to Section 3.3(b), Buyer shall defend, protect, indemnify and hold Seller, its affiliates, and its/their partners, members, managers, directors, officers, employees, contractors and representatives (which additional parties, together with Seller, are hereinafter collectively referred to as the “Seller Parties”) harmless from and against any and all Claims in any way arising from, out of or in connection with, or otherwise relating to: (a) any inaccuracy of any representation or warranty of Buyer set forth in this Agreement; (b) Buyer’s breach of, or failure to perform or satisfy, any of its covenants and obligations hereunder; and (c) the Assets, including, without limitation, the ownership or operation thereof and performance thereunder, to the extent such Claims accrue or are attributable to periods subsequent to the Effective Time or are attributable to environmental conditions whether or not such conditions existed prior to the Effective Time or arose subsequent to the Effective Time, or THE SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE (BUT NOT SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY, LIABILITY WITHOUT FAULT, REGULATORY LIABILITY, STATUTORY LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHER FAULT OR RESPONSIBILITY OF SELLER OR ANY OTHER PERSON OR PARTY. Notwithstanding anything to the contrary contained herein, Buyer’s general indemnification shall not cover, and there shall be excluded therefrom, any penalties or fines that may now be or may hereafter become due and owing by Seller with respect to the ownership or operation of the Assets prior to the Effective Time.
Buyer’s General Indemnification. Subject to Section 3.3(b), upon the Closing, Buyer shall defend, protect, indemnify and hold Seller, its affiliates, and its/their partners, members, managers, directors, officers, employees, contractors and representatives (which additional parties, together with Seller, are hereinafter collectively referred to as the “Seller Parties”) harmless from and against any and all Claims in any way arising from, out of or in connection with, or otherwise relating to: (i) any inaccuracy of any representation or warranty of Buyer set forth in this Agreement; (ii) Buyer’s breach of, or failure to perform or satisfy, any of its covenants and obligations hereunder; and (iii) the Assumed Obligations, AND THIS INDEMNITY IN THIS SECTION 3.3(c) IS INTENDED TO APPLY REGARDLESS OF WHETHER ATTRIBUTABLE (IN WHOLE OR IN PART TO) the sole, joint, concurrent or comparative negligence, strict liability, liability without fault, regulatory liability, statutory liability, breach of contract, breach of warranty or other fault or responsibility of Seller or any other person or party, except to the extent caused by the gross negligence or willful MISconduct of seller.
Buyer’s General Indemnification. Subject to the provisions of Sections 3.3.4 and 3.3.5 above and any other provisions of this Agreement specifically requiring indemnification or other remedy from Seller, or constituting warranties and representations of Seller, Buyer shall defend, protect, indemnify and hold Seller, its parent, its affiliates, and its/their directors, officers, employees, contractors, and representatives (which additional parties together with Seller are hereinafter collectively referred to as the “Seller Parties”) harmless against any and all Claims asserted or filed on or after the Effective Date in any way arising out of, related to, or connected with the Assets or Buyer’s or Seller’s ownership, operations or activities related to the Assets and the Contracts and agreements pertaining thereto, or any of the obligations, responsibilities or liabilities assumed by Buyer hereunder, whether relating to periods before or after the Effective Date and including, but not limited to, acts or omissions of Seller, based upon any theory, whether in contract, negligence, liability without fault, strict liability, regulatory liability, statutory liability, tort or other, regardless of the sole, joint or concurrent negligence, strict liability, liability without fault, regulatory liability, statutory liability, breach of contract, breach of warranty, or other fault or responsibility of Seller or any other person or party.
Buyer’s General Indemnification. Buyer shall indemnify, defend and hold Seller, its directors, officers, employees, agents and representatives and affiliated or parent companies (which additional parties are hereinafter collectively referred to as the “Seller’s Parties”) harmless from any and all Claims (as hereinafter defined) arising out of, related to or connected with Buyer’s ownership of the Assets on or after the Effective Date, or arising out of any of the obligations or liabilities assumed by Buyer hereunder. As used in any provision of this Agreement, “Claims” shall mean all liabilities, losses, costs, damages, fees and expenses (including, without limitation, expenses associated with investigation of claims, testing, assessment and remedial actions), penalties, fines, obligations, judgments, costs of investigation, attorney’s fees, expert’s fees and disbursements of any kind or of any nature whatsoever, claims, actions, causes of action, demands, filings, investigations, and all costs of any administrative proceedings, arbitrations, settlements, mediations, suits or other legal proceedings.
Buyer’s General Indemnification. Subject to the provisions of Sections 3.3.4, 3.3.5 and 3.3.7 and other provisions of this Agreement specifically requiring indemnification from Seller, Buyer shall defend, protect, indemnify and hold Seller, its affiliates, and its/their directors, officers, members, managers, employees, contractors, insurers and representatives (which additional parties together with Seller are hereinafter collectively referred to as the “Seller Parties”) harmless against any and all Claims in any way arising out of, related to, or connected with the ownership, operations or activities related to the Assets and the contracts and agreements pertaining thereto on or after the Closing Date, or any of the obligations, responsibilities or liabilities expressly assumed by Buyer hereunder, and including, but not limited to, acts or omissions of Seller, based upon any theory, whether in contract, negligence, liability without fault, strict liability, regulatory liability, statutory liability, tort or other. Effective as of Closing, Buyer also hereby agrees to defend, save, indemnify and hold Seller Parties harmless from and against any and all Claims caused by, arising from, attributable to, or alleged to be caused by, arising from or attributable to the breach by Buyer of any of Buyer’s representations, warranties, covenants or agreements contained in this Agreement.
Buyer’s General Indemnification. Subject to Section 3.3(b), Buyer shall defend, protect, indemnify and hold Seller, its affiliates, and its/their partners, members, managers, directors, officers, employees, contractors and representatives (which additional parties, together with Seller, are hereinafter collectively referred to as the “Seller Parties”) harmless from and against any and all Claims in any way arising from, out of or in
Buyer’s General Indemnification. Buyer shall indemnify, defend and hold Seller, its directors, officers, employees, agents and representatives and Affiliated or parent companies (which additional parties are hereinafter collectively referred to as the “Seller Indemnified Parties”) harmless from any and all Claims (as hereinafter defined) arising out of, related to or in connection with (i) Buyer’s ownership of the Assets on or after the Effective Date, (ii) any obligations or liabilities assumed by Buyer hereunder, and (iii) Buyer’s breach of any of its representations, warranties, covenants or agreements contained in this Agreement. As used in any provision of this Agreement, “Claims” shall mean all liabilities, losses, costs, damages, fees and expenses (including, without limitation, expenses associated with investigation of claims, testing, assessment and remedial actions), penalties, fines, obligations, judgments, costs of investigation, attorney’s fees, expert’s fees and disbursements of any kind or of any nature whatsoever, claims, actions, causes of action, demands, filings, investigations, and all costs of any administrative proceedings, arbitrations, settlements, mediations, suits or other legal proceedings.
Buyer’s General Indemnification. Buyer shall indemnify, defend and hold Seller, its directors, officers, employees, agents, consultants and representatives and affiliated or parent companies and their directors, officers, employees, agents, consultants and representatives (which additional parties are hereinafter collectively referred to as the "Seller's Parties") harmless from any and all Claims (as hereinafter defined) arising out of, related to or connected with, directly or indirectly, Buyer's ownership or operation of the Assets or any part thereof on or after the Effective Date (no matter when asserted), or arising out of any of the obligations or liabilities assumed by Buyer hereunder, including Claims relating to:
a. injury or death of any person whomsoever ;
b. damages to or loss of any property or resources;
c. breach of contract;
d. common law causes of action such as negligence, strict liability, nuisance or trespass; or
e. fault imposed by law or otherwise. This indemnity and defense obligations applies regardless of cause or of any negligent acts or omissions of Seller or Seller's Parties (including sole negligence, concurrent negligence or strict liability of Seller or Seller's Parties).
Buyer’s General Indemnification. (A) Buyer shall indemnify and defend Seller and Seller Parties against all Claims (except for those Claims identified on Schedule 5.1) whether relating to periods prior to or after the Effective Date, in any way arising out of, related to, or connected with any of the following:
(1) The Assets.
(2) Buyer’s or Seller’s ownership, operations or activities related to the Assets and the contracts and agreements pertaining thereto.
(3) Any of the obligations, responsibilities or liabilities assumed by Buyer under this Agreement, including Decommissioning Obligations in accordance with Section 15.2 and Environmental Obligations in accordance with Sections 16.4, 16.5 and 16.6.
(B) Buyer’s indemnity does not include the matters for which Seller agrees to indemnify Buyer pursuant to Section 13.5.
Buyer’s General Indemnification. Subject to Section 3.3(b), upon the Closing, Buyer shall defend, protect, indemnify and hold Seller, its affiliates, and its/their partners, members, managers, directors, officers, employees, contractors and representatives (which additional parties, together with Seller, are hereinafter collectively referred to as the “Seller Parties”) harmless from and against any and all Claims in any way arising from, out of or in connection with, or otherwise relating to: (i) any inaccuracy of any representation or warranty of Buyer set forth in this Agreement; (ii) Buyer’s breach of, or failure to perform or satisfy, any of its covenants and obligations hereunder; and (iii) the Assumed Obligations, AND THIS INDEMNITY IN THIS SECTION 3.3
