Buyer’s General Indemnity. Buyer shall, upon Closing, defend, indemnify, release and hold harmless Seller Group from and against any and all Claims in favor of any Person arising from or relating to:
(i) Buyer’s breach of any of its representations and warranties in this Agreement or in any agreements or instruments executed by Buyer in connection herewith;
(ii) Buyer’s breach of any of its covenants in and under this Agreement or in or under any agreements or instruments executed by Buyer in connection herewith; and
(iii) The Assumed Obligations,
Buyer’s General Indemnity. Except as set forth in Article 8.3, Buyer agrees to indemnify and hold harmless each Seller Indemnitee from any Loss imposed on, incurred by or asserted against any Seller Indemnitee with respect to:
(a) any Aircraft Activity occurring after the Sale;
(b) any claim, whenever made or arising, that any design, article or material in an Aircraft that any design, article or material in an Aircraft or any Aircraft Activity in respect of that Aircraft on or after the Sale of that Aircraft constitutes an infringement of a patent, trademark, copyright, design or other proprietary right.
(c) any non-compliance by Buyer with any term of this Agreement or the falsity or inaccuracy of any representation or warranty of Buyer set forth herein; or
(d) any failure of payment by Buyer of any sum to be paid by Buyer when due under this Agreement. The foregoing indemnity by Buyer is intended to include and cover any Loss to which a Seller Indemnitee may be subject (in contract, tort, strict liability or under any other theory) regardless of the negligence, whether active or passive or of any other type, of such Seller Indemnitee, so long as such Loss does not fall within any of the exceptions listed in Article 8.3.
Buyer’s General Indemnity. Buyer shall, upon Closing, defend, indemnify, release and hold Seller Group harmless from and against any and all Claims in favor of any person arising from or relating to:
(i) Buyer’s breach of any of its representations and warranties in this Agreement,
(ii) Buyer’s breach of any of its covenants in and under this Agreement, and
(iii) the Assumed Obligations, REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF SELLER GROUP, BUYER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT, CONCURRENT OR SOLE, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER GROUP.
Buyer’s General Indemnity. Buyer shall defend, indemnify and hold harmless Seller and its Affiliates, along with each of their respective officers, directors, partners, members, shareholders, agents, employees, successors, and assigns (collectively, the “Seller Indemnitees”), from and against all third-party Losses brought against or incurred by any Seller Indemnitee arising out of or relating to this Agreement or any Purchase Order to the extent such Losses are caused by (a) any breach of this Agreement by Buyer or its successors and assigns (collectively, the “Buyer-Related Persons”) and (b) the negligence or willful misconduct of the Buyer-Related Persons.
Buyer’s General Indemnity. Buyer shall, on the date of Closing, agree (and upon the delivery to Buyer of the Assignment shall be deemed to have agreed) (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and operation of the Properties, as accrued or which otherwise arose after the Effective Time, and (b) to indemnify and hold the Seller Group harmless from and against any and all Losses arising out of or otherwise relating to (i) the breach by Buyer of any representation, warranty or covenant herein set forth, or (ii) the ownership and/or operation of the Properties, regardless whether the same accrued or otherwise arose before or after the Effective Time.
Buyer’s General Indemnity. Buyer hereby agrees to assume all ----------------------------- responsibility for the wells, the casing, and all other lxxxxxold equipment in and on said wells, and all other personal prxxxxxy and fixtures used on or in connection with the Leases before, on, and after the Effective Time. Buyer agrees to defend, indemnify, and hold Seller Group harmless from and against any and all Losses arising out of, incident to, or in connection with the Properties, operations on the Properties, arising and occurring before, on, or after the Effective Time.
Buyer’s General Indemnity. BUYER SHALL BE RESPONSIBLE FOR AND DISCHARGE ALL CLAIMS, COSTS, EXPENSES AND LIABILITIES WITH RESPECT TO THE SELLER'S INTEREST IN THE PROPERTIES (EXCEPT FOR THOSE WHICH SELLER RETAINS IN ARTICLE 13.4) WHICH ACCRUE OR RELATE TO THE TIMES BEFORE AND AFTER THE EFFECTIVE TIME INCLUDING (I) ALL COSTS ATTRIBUTABLE TO THE OPERATION OF THE PROPERTIES AND (II) ANY ASSERTED LIABILITY ARISING FROM ANY INJURY OR OCCURRENCE. BUYER SHALL SAVE HARMLESS AND INDEMNIFY SELLER, ITS DIRECTORS, OFFICERS AND STOCKHOLDERS FROM ALL LOSS, COST, EXPENSE (INCLUDING ATTORNEYS' FEES AND EXPENSES), PENALTIES AND LIABILITIES FROM BUYER'S FAILURE TO PERFORM SUCH OBLIGATIONS.
Buyer’s General Indemnity. Buyer shall, upon the occurrence of the Closing, defend, indemnify, release and hold Seller Group harmless from and against any and all Claims in favor of any third party to the extent arising from or relating to:
(a) Buyer’s breach of any of its representations and warranties in this Agreement;
(b) Buyer’s breach of any of its covenants or agreements in and under this Agreement; and
(c) the Assumed Obligations.
Buyer’s General Indemnity. Buyer shall indemnify, defend and hold each Seller, for an unlimited period of time, harmless from and against any and all Liabilities, caused by, resulting from, relating to, arising out of or incidental to:
(a) Buyer's Assumed Obligations;
(b) the Assumed Plugging and Abandonment Obligations;
(c) the Assumed Environmental Obligations;
(d) Any obligations for a brokerage or finder's fee or commission incurred by Buyer in connection with its purchase of the Assets;
(e) Any violation by Buyer of state or federal securities laws, or Buyer's dealings (including any dealings in breach of Buyer's warranties and representations in Section 5.1(h)) with its partners, investors, financial institutions, assignees and other third parties in connection with the transaction under this Agreement, or any subsequent sale or other disposition of the Assets (or portion thereof) by Buyer, its Affiliates or assignees;
Buyer’s General Indemnity. Buyer hereby agrees to assume all ----------------------------- responsibility for the xxxxx, the casing, and all other leasehold equipment in and on said xxxxx, and all other personal property and fixtures used on or in connection with the Leases before, on, and after the Effective Time. Buyer agrees to defend, indemnify, and hold Seller Group harmless from and against any and all Losses arising out of, incident to, or in connection with the Properties, operations on the Properties, arising and occurring before, on, or after the Effective Time.
