Common use of Buyer’s Indemnification Obligations Clause in Contracts

Buyer’s Indemnification Obligations. Buyer shall, on the Closing Date, agree (and, upon delivery to Buyer of the Assignment, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the Closing, to indemnify and hold Sellers, their Affiliates and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, “Sellers’ Losses”): (a) resulting from any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement or any certificate delivered by Buyer at the Closing; or (b) relating to the Assumed Obligations; provided, however, that Buyer’s indemnification obligations for Sellers’ Losses under Section 11.3(a) shall expire on the Survival Date, except for Sellers’ Losses for which a notice is received by Buyer as provided in this Agreement prior to such date; and further provided, however, provided, that Buyer’s indemnification obligations for Sellers’ Losses under Section 11.3(b) shall not expire but shall remain in effect until such Assumed Obligations are fully satisfied.

Buyer’s Indemnification Obligations. Buyer shall, on the Closing Date, agree (and, upon delivery to Buyer of the Assignment, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the Closing, to indemnify indemnify, defend and hold Sellers, their Affiliates and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives harmless from and against any and all claims, obligations, actions, liabilities, losses, damages, costs or expenses, including reasonable attorneys’ fees (collectively, “Sellers’ Losses”): (a) resulting from any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement or any certificate delivered by Buyer at the Closing; or (b) relating to the Assumed Obligations; or (c) resulting from or related to Buyer’s use or right of access by virtue of the Surface Contracts; or (d) resulting from Buyer’s ingress and egress through the Shallow Zones or Buyer’s operations in the Deep Zones; provided, however, that Buyer’s indemnification obligations for Sellers’ Losses under Section 11.3(a) shall expire on the Survival Date, except for Sellers’ Losses for which a notice is received by Buyer as provided in this Agreement prior to such date; and further provided, however, provided, that Buyer’s indemnification obligations for Sellers’ Losses under Section 11.3(b) shall not expire but shall remain in effect until such Assumed Obligations are fully satisfied.

Buyer’s Indemnification Obligations. Buyer shall, on the Closing Datedate of Closing, agree (and, upon delivery to Buyer of the AssignmentAssignment and the Deed, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XIXII, following the Closing, to indemnify and hold SellersSeller, their its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officerofficers, employees, agents and representatives harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, “Sellers’ Seller’s Losses”): (a) resulting from any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement or any certificate delivered by Buyer at the Closing; (b) resulting from a breach by Buyer of any post-Closing covenant of Buyer; or (bc) relating to the Assumed Obligations; provided, however, that Buyer’s indemnification obligations for Sellers’ Seller’s Losses under Section 11.3(a12.3(a) shall expire on the Survival Date, except for Sellers’ Seller’s Losses for which a notice is received by Buyer as provided in this Agreement prior to such date; and further provided, however, provided, that (i) Buyer’s indemnification obligations for Sellers’ Seller’s Losses under Section 11.3(b12.3(b) shall not expire but shall remain in effect until such Assumed Obligations are covenants have been fully satisfied.performed, and

Buyer’s Indemnification Obligations. Buyer shall, on the Closing Date, agree (and, upon delivery to Buyer of the Assignment, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the Closing, to indemnify and hold Sellers, their Affiliates and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, “Sellers’ Losses”): (a) resulting from any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement or any certificate delivered by Buyer at the Closing; or (b) relating to the Assumed Obligations; . provided, however, that Buyer’s indemnification obligations for Sellers’ Losses under Section 11.3(a11.3 shall (i) shall not include any claims, obligations, liabilities, damages or expenses that do not individually exceed Fifty Thousand Dollars ($50,000.00), and (ii) expire on the Survival Date, except for Sellers’ Losses for which a notice is received by Buyer as provided in this Agreement prior to such date; and further provided, however, provided, that Buyer’s indemnification obligations for Sellers’ Losses under Section 11.3(b) shall not expire but shall remain in effect until such Assumed Obligations Sellers’ Losses are fully satisfied.

Buyer’s Indemnification Obligations. Buyer shall, on the LP Closing Date, agree (and, upon delivery to Buyer of the Assignment, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the LP Closing, to indemnify and hold LP Sellers, their Affiliates and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, “LP Sellers’ Losses”): (a) resulting from any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement or any certificate delivered by Buyer at the LP Closing; or (b) relating to the Assumed Obligations; provided, however, that Buyer’s indemnification obligations for LP Sellers’ Losses under Section 11.3(a) shall expire on the Survival Date, except for LP Sellers’ Losses for which a notice is received by Buyer as provided in this Agreement prior to such date; and further provided, however, provided, that Buyer’s indemnification obligations for LP Sellers’ Losses under Section 11.3(b) shall not expire but shall remain in effect until such Assumed Obligations are fully satisfied.

Buyer’s Indemnification Obligations. Buyer shall, on the Closing Datedate of Closing, agree (and, upon delivery to Buyer of the AssignmentConveyance, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the Closing, to indemnify be responsible for, pay on a current basis, indemnify, defend, and hold SellersSeller, their its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, “Sellers’ Seller’s Losses”): ) (ai) resulting from any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement or any certificate delivered by Buyer at the Closing; or Closing (bunless such misrepresentation or breach of warranty, covenant or agreement of Buyer arises from or is attributable to any act or omission of any Related Party) relating to or (ii) the Assumed Obligations; provided, however, that Buyer’s indemnification obligations for Sellers’ Losses under Section 11.3(a) shall expire on the Survival Date, except for Sellers’ Losses for which a notice is received by Buyer as provided in this Agreement prior to such date; and further provided, however, provided, that Buyer’s indemnification obligations Buyer shall have no obligation to indemnify Seller under this Section 11.3 for Sellers’ Losses an Assumed Obligation if, and to the extent that, Seller has an obligation to indemnify Buyer for such Assumed Obligation under Section 11.3(b) shall not expire but shall remain in effect until such Assumed Obligations are fully satisfied11.2.

Buyer’s Indemnification Obligations. Buyer shall, on the Closing Datedate of Closing, agree (and, upon delivery to Buyer of the Assignment, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the Closing, to indemnify and hold SellersSeller, their its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, “Sellers’ "Seller's Losses”"): (a) resulting from any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement or any certificate delivered by Buyer at the Closing; or (b) relating to the Assumed Obligations; provided, however, that Buyer’s 's indemnification obligations for Sellers’ Seller's Losses under Section 11.3(a) shall expire on the Survival Date, except for Sellers’ Seller's Losses for which a notice is received by Buyer as provided in this Agreement prior to such date; and further provided, however, provided, that Buyer’s 's indemnification obligations for Sellers’ Seller's Losses under Section 11.3(b) shall not expire but shall remain in effect until such Assumed Obligations are fully satisfied.

Buyer’s Indemnification Obligations. Buyer shall, on the Closing Datedate of Closing, agree (and, upon delivery to Buyer of the Assignment, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the Closing, to indemnify and hold SellersSeller, their its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, “Sellers’ "Seller's Losses”"): (a) resulting from any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement or any certificate delivered by Buyer at the Closing; or (b) relating to the Assumed Obligations; provided, however, that Buyer’s 's indemnification obligations for Sellers’ Seller's Losses under Section 11.3(a) shall expire on the Survival Date, except for Sellers’ Seller's Losses for which a notice is received by Buyer as provided in this Agreement prior to such date; and further provided, however, provided, that Buyer’s 's indemnification obligations for Sellers’ Seller's Losses under Section 11.3(b) shall not expire but shall remain in effect until such Assumed Obligations are fully satisfied.