Buyer’s Indemnification. Buyer will indemnify and hold Seller and Seller's directors, officers, and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any of the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liability.
Buyer’s Indemnification. For a period of eighteen (18) months after the Closing Date or earlier termination of this Agreement, Buyer shall indemnify, defend and hold harmless Seller and/or any of Seller’s officers, directors, managers, employees, shareholders, or agents (including, but not limited to, Seller’s financial advisor), from and against any and all incidents, claims, demands, actions, causes of action, suits, obligations, liabilities, losses, costs, damages or expenses, costs of investigation and defense, counsel or attorneys’ fees, whether under retainer or salary or otherwise, including, without limitation, interest, penalties and court costs (collectively, “Damages”), suffered or incurred by Seller and/or any or all of Seller’s officers, directors, managers, employees or agents, which directly or indirectly arise, result from or relate to (a) any breach of, or any failure by Buyer to perform, any of Buyer’s representations, warranties, covenants or agreements contained in this Agreement, (b) matters that occur or arise as a result of Buyer’s action or failure to take action after the Closing Date, except as to such incidents, claims, demands, actions, causes of action, suits, obligations, liabilities, losses, costs, damages or expenses that are caused or claimed to be caused by or are a result of the acts or omissions of Seller or Seller’s respective agents or employees, (c) any and all claims of any kind and description of employees that relate to their, hiring, employment and/or termination by Buyer, provided that the facts or events giving rise to such claims occurred after the Closing Date, (d) any and all debts, obligations and liabilities of Seller specifically assumed by Buyer hereunder and any Damages resulting from the operation of the Business by Buyer after the Closing Date, (e) damage done by Buyer or Buyer’s representatives during the inspection and due diligence of the Business, (f) the Assumed Obligations, and (g) any and all claims made by any broker, finder or agent claiming a fee or commission through Buyer. Notwithstanding any provision of this Section 18.1 to the contrary, the obligations of Buyer to indemnify Seller for any and all debts, obligations and liabilities of Seller arising from or related to any Assumed Obligations, shall extend for the length of the remaining term of such agreements and shall not be limited to claims made prior to the expiration of the eighteen (18) month period following the Closing Date. If and to the extent Seller n...
Buyer’s Indemnification. The Buyer shall indemnify, hold harmless, and defend Seller, its parent, Affiliates, and successors, and their respective officers, directors, employees, agents, subcontractors, and successors, from and against any and all claims, demands, liabilities, costs, losses, judgments, damages, and expenses (including, without limitation, reasonable attorneys' and experts' fees, and disbursements incurred by Seller in any action or proceeding between Seller and a third party, the Buyer, or any other party) for damage to property, injury to or death of any person, including Seller's employees, the Buyer's employees and their Affiliates' employees, or any third parties, to the extent not covered by insurance and to the extent caused by the gross negligence or willful misconduct of the Buyer and/or its officers, directors, employees, agents, contractors and subcontractors arising out of this Agreement and not caused by the negligence or willful misconduct of any such Indemnitee (collectively, "Seller Indemnifiable Losses").
Buyer’s Indemnification. Provided that the Closing occurs, except for matters for which Seller has an indemnification obligation hereunder, Buyer shall release, defend, indemnify and hold harmless Seller, its partners, and their respective officers, directors, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Seller Indemnitees”) from and against any and all claims, damages, liabilities, losses, causes of action, costs and expenses (including, without limitation, those involving theories of negligence or strict liability and including court costs and attorneys’ fees) (collectively, the “Losses”) to the extent resulting from or arising out of, (a) the Assumed Obligations, (b) any breach by Buyer of any of Buyer’s representations and warranties contained in Article VI or (c) any breach by Buyer of its covenants hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES. Buyer’s indemnification obligation under Section 14.03(b) and Section 14.03(c) (other than as applicable to breaches of Buyer under Sections 3.05(b), 3.08, 4.04(b), Article IX, 10.02, 10.03, 10.05(a), Article XII, Article XVII and Article XVI only) shall apply only if Seller has provided Buyer with written notice claiming indemnification under those provisions within twelve (12) months following Closing and (2) shall only apply after a deductible percentage of two percent (2%) of the Purchase Price, and then only to the extent of the excess of the claims above the two percent (2%) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigation.
Buyer’s Indemnification. Provided that the Closing occurs, subject to the other provisions of this Article 13, Buyer shall release, defend, indemnify and hold harmless the Seller Indemnitees from and against any and all Losses suffered by such Seller Indemnitees arising out of or related to:
(a) The breach of any covenant or agreement made by Buyer that may require performance after the Closing; and/or
(b) The breach of any representation or warranty made by Buyer in Article 5 or any representation with respect thereto in the certificate delivered pursuant to Section 9.1.
Buyer’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, EXCEPT TO THE EXTENT SELLER HAS AN INDEMNITY OBLIGATION UNDER SECTION 12.04, BUYER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “SELLER INDEMNITEES”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INVOLVING THEORIES OF NEGLIGENCE OR STRICT LIABILITY AND INCLUDING COURT COSTS AND ATTORNEYS’ FEES) (“LOSSES”) AS A RESULT OF, ARISING OUT OF, OR RELATED TO THE ASSUMED OBLIGATIONS OR ANY INACCURACY OR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT OF BUYER CONTAINED IN THIS AGREEMENT THAT SURVIVES THE CLOSING, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES EXCLUDING ANY SELLER INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Section 12.04 Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (A) THE RETAINED OBLIGATIONS, OR (B) ANY INACCURACY OR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT OF SELLER CONTAINED IN THIS AGREEMENT THAT SURVIVES THE CLOSING, OR (C) CLAIMS OF SELLER OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH BUYER FRACING INTO THE AUSTIN CHALK FORMATION WHILE FRACING IN A WELLBORE LOCATED IN THE EAGLE FORD SHALE FORMATION OR IN ANY OTHER FORMATION OR DEPTH BELOW THE BASE OF THE AUSTIN CHALK FORMATION OR WHILE FRACING IN THAT PORTION OF ANY WELLBORES FOR HORIZONTAL XXXXX AFTER SUCH WELLBORES FIRST ENCOUNTER THE EAGLE FORD SHALE FORMATION, OR (D) CLAIMS OF SELLER OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH BUYER ENCOUNTERING THE AUSTIN CHALK FORMATION “D” ZONE IN THAT PORTION OF ANY WELLBORES FOR HORIZONTAL XXXXX AFTER SUCH WELLBORES FIRST ENCOUNTER THE EAGLE FORD SHALE FORMATION, OR (E) CLAIMS OF SELLER OR ITS SUCCESSORS OR ASSIGNS IN CONNECTION WITH BUYER PRODUCING HYDROCARBONS FROM THE AUSTIN CHALK FORMATION FROM A WELLBORE DRILL...
Buyer’s Indemnification. Buyer agrees to defend, indemnify and hold harmless Seller from and against:
13.3.1 Any all claims, liabilities and obligations of every kind and description arising out of or related to the operation of the business following closing or arising out of buyers faith to perform obligations of Seller assumed by buyer pursuant to this agreement.
13.3.2 Any all damage or deficiency resulting from any material misrepresentation, breech of warranty or covenant, or no fulfillment of any agreement on the part of Buyer under this agreement.
Buyer’s Indemnification. Upon the Closing, the Buyer shall agree (and, upon the delivery by Sellers to Buyer of the Assignment, Buyer shall be deemed to have agreed) to pay, defend, indemnify, reimburse and hold harmless each Seller, its Affiliates, and its and their respective directors, partners, members, managers, officers, agents and employees (the “Sellers Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of the Sellers Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of or default in any representation or warranty of the Buyer set forth in this Agreement or any certificate signed and delivered by the Buyer pursuant to Section 8.1.2; (b) any failure by the Buyer to perform any covenant or obligation set forth in this Agreement which is not cured as provided in Section 13 of this Agreement; and (c) any of the Assumed Obligations.
Buyer’s Indemnification. Buyer shall indemnify, defend and hold Seller and its employees or agents harmless from and against any and all loss, cost, liability, damage and expense (including legal and other expenses incident thereto) of every kind, nature or description arising out of (a) the breach of any representation or warranty of Buyer set forth in this Agreement; or (b) the ownership of the Licenses after the Closing Date and the conduct of the Stations after the Closing Date; or (c) the breach of any of the covenants or agreements by Buyer contained in or arising out of this Agreement or the transactions contemplated thereby, including, without limitation, any failure to timely pay or perform the Assumed Liabilities.
Buyer’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, BUYER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, LOSSES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING THOSE INVOLVING THEORIES OF NEGLIGENCE OR STRICT LIABILITY OR PRE-EXISTING DEFECTS AND INCLUDING COURT COSTS AND ATTORNEYS’ FEES) (COLLECTIVELY, THE “LOSSES” OR IN THE SINGULAR, A “LOSS”) AS A RESULT OF, ARISING OUT OF, OR RELATED TO THE ASSUMED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES.
