Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Exco Resources Inc), Purchase and Sale Agreement (Exco Resources Inc), Purchase and Sale Agreement (Exco Resources Inc)
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, Agreement and (iii) any breach by Buyer of its any of Buyer’s representations, warranties or covenants under this Agreementhereunder.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Delta Petroleum Corp/Co), Purchase and Sale Agreement (New Frontier Energy Inc), Purchase and Sale Agreement (Delta Petroleum Corp/Co)
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Petroleum Development Corp), Purchase and Sale Agreement (Petroleum Development Corp)
Buyer’s Indemnification of Seller. If the Closing occurs, Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Assumed Liabilities, and (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 2 contracts
Samples: Lease Acquisition Agreement, Lease Acquisition Agreement (Mainland Resources Inc.)
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, respective officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any breach by Buyer of this Agreement and (iii) any other matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Ausam Energy Corp), Purchase and Sale Agreement (Ausam Energy Corp)
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, Seller's officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any material breach of any representation or warranty made by Buyer, (iii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iiiiv) any material breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Berry Petroleum Co), Purchase and Sale Agreement (Williams Companies Inc)
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless SellerSeller and its Affiliates, and its members, officers, directors, employees and agentstheir respective Representatives (the “Seller Indemnified Parties”), from and against any and all Losses attributable to or which arise from or in connection with (i) the Assumed Liabilities, Liabilities (including the Assumed Environmental Liabilities and Buyer’s Plugging and Abandonment Obligations) and (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreementbreach of any representation, and (iii) any breach warranty, covenant or agreement made by Buyer of its representations, warranties or covenants under in this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Cimarex Energy Co), Purchase and Sale Agreement (Callon Petroleum Co)
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) subject to the time limitations in Section 15.13 on survival of representations and warranties, any breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Infinity Energy Resources, Inc)
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, Seller’s officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any material breach of any representation or warranty made by Buyer, (iii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iiiiv) any material breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directorsSeller’s partners, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Buyer’s Liabilities, and (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreementbreach of any representation or warranty made by Buyer, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (PetroHunter Energy Corp)
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its Seller’s members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Buyer’s Liabilities, and (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreementbreach of any representation or warranty made by Buyer, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directorsSeller's partners, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Buyer's Liabilities, (ii) any breach of any representation or warranty made by Buyer, and (iii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Kansas City Power & Light Co)
Buyer’s Indemnification of Seller. Upon Closing, Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Assumed Liabilities, and (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Lease Acquisition Agreement (American Energy Development Corp.)
Buyer’s Indemnification of Seller. Upon the Initial Closing, Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, subsidiaries and affiliates and their respective officers, directors, shareholders, employees and agents, from and against all Losses which arise from out of or in connection with (i) the Assumed Liabilities, Liabilities and (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representationsany representation, warranties warranty, covenant or covenants under this Agreementagreement hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Viking Energy Group, Inc.)
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against any and all Losses which arise from and causes of action, liabilities and expenses relating to, or in connection arising out of or connected, directly or indirectly, with (i) the Assumed Liabilitiesownership or operation of the Assets, (ii) or any matter for which Buyer has agreed part thereof, pertaining to indemnify Seller under this Agreementthe period after the Effective Time, and (iii) including any breach of this Agreement by Buyer of its representations, warranties or covenants under this AgreementBuyer.
Appears in 1 contract
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directorsSeller's partners, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any material breach of any representation or warranty made by Buyer, (iii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iiiiv) any material breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directorsSeller's partners, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Post-Effective Time Liabilities, (ii) any breach of any representation or warranty made by Buyer, (iii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iiiiv) any breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (New Frontier Energy Inc)
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, parent and affiliates respective officers, directors, members, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, Agreement and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, Agreement and (iii) any breach by Buyer of its any of Buyer's representations, warranties or covenants under this Agreementhereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Empire Petroleum Corp)
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, Seller and its affiliates and their respective members, officers, directors, employees and agents, from and against any and all Losses which arise from and causes of action, liabilities and expenses relating to, or in connection arising out of or connected, directly or indirectly, with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Synergy Resources Corp)
Buyer’s Indemnification of Seller. Buyer assumes all risk, liability, obligation and Losses in connection with, and Buyer shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach of representations, warranties, covenants, or agreements by Buyer of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Western Gas Partners LP)