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.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Dynamic Offshore Resources, Inc.), Purchase and Sale Agreement (Dynamic Offshore Resources, Inc.)
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, THE PROVISIONS OF SECTION 16.3 ABOVE SHALL APPLY 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 JOINT OR SOLECONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER GROUP.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Samson Holdings, Inc.)
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 for personal injury, death or damage to property or for any other Claims arising from or relating to:
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
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 GROUP 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Halcon Resources Corp)