Buyer’s Indemnity Obligation. If Closing shall occur, from and after the Closing Date, Buyer shall RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Seller Group from and against any and all Claims arising out of, resulting from, or relating to:
(a) any breach by Buyer of Buyer’s representations, warranties or covenants set forth in this Agreement; and
(b) the Assumed Liabilities.
Buyer’s Indemnity Obligation. Buyer shall release Seller from and shall fully protect, indemnify and defend Seller, its officers, agents, employees and Affiliates and hold them harmless from and against any and all Claims relating to, arising out of, or connected, directly or indirectly, with the ownership or operation of the Properties (including, without limitation, the Contracts), or any part thereof, pertaining to the period of time on and after the Closing Date; including without limitation, Claims relating to (a) injury or death of any person or persons whomsoever, (b) damages to or loss of any property or resources, (c) common law causes of action such as negligence, gross negligence, strict liability, nuisance or trespass, or (d) fault imposed by statute, rule, regulation or otherwise. BY EXECUTING THIS AGREEMENT, BUYER EXPRESSLY AGREES PURSUANT TO THIS SECTION 8.3 TO RELEASE AND INDEMNIFY AND HOLD HARMLESS SELLER, SELLER’S OFFICERS, AGENTS, EMPLOYEES AND AFFILIATES FROM AND AGAINST THE CONSEQUENCES OF EACH SUCH INDEMNITEE’S OWN NEGLIGENCE (WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, AND WHETHER SUCH NEGLIGENCE IS THE SOLE PROXIMATE CAUSE OR A PROXIMATE CAUSE JOINTLY AND CONCURRENTLY WITH THE NEGLIGENCE OF BUYER OR OTHERS).
Buyer’s Indemnity Obligation. Subject to the terms and conditions contained in this Article IX, the Buyer agrees to indemnify the Holders and their respective members, officers, employees, controlling persons and Affiliates (collectively, the “Stockholder Indemnitees”) and to hold them harmless from and against any Loss which any Stockholder Indemnitee may suffer, sustain or become subject to, as a result of (i) the breach by the Buyer or the Merger Sub of any representation or warranty made by the Buyer or the Merger Sub in this Agreement or any Ancillary Agreement, (ii) the breach by the Buyer or the Merger Sub of any covenant or other agreement made by the Buyer or the Merger Sub in this Agreement or any Ancillary Agreement or (iii) Taxes payable by the Buyer, the Merger Sub or the Company pursuant to Section 7.9.
Buyer’s Indemnity Obligation. From and after the Closing Date, Buyer shall, subject to the Liability Cap, RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Seller Group from and against any and all Claims arising out of or resulting from:
(a) any breach by Buyer of Buyer’s representations or warranties set forth in this Agreement;
(b) any breach by Buyer of Buyer’s covenants set forth in this Agreement; and
(c) without limiting Seller’s indemnification obligations to the Buyer Indemnified Parties pursuant to Section 3.2(a) and (b) and the other provisions of this Article 3, the operation of the Assets.
Buyer’s Indemnity Obligation. Buyer shall indemnify, hold harmless and defend Seller from and against all Losses arising out of or relating to: (i) the operation of the Branch after the close of business on the Effective Date, (ii) any act or omission of Buyer occurring after the close of business on the Effective Date relating to the Purchased Assets or the Assumed Liabilities, (iii) any liability assumed by Buyer under this Agreement, (iv) any material breach of any representation or warranty made by Buyer in this Agreement or in any certificate or other document delivered to Seller hereunder, or (v) any material breach of any covenant made by Buyer in this Agreement or in any certificate or other document delivered to Seller hereunder; provided, however, that this Section 1.7(b) shall not be applicable to the Loan Purchase Agreement, which sets forth the exclusive representations, warranties, covenants and remedies applicable to the Loans and to the transactions contemplated therein. Promptly after the receipt of notice of a Loss with respect to which Seller will seek a defense, indemnification, reimbursement or other remedy under this Section, Seller shall notify Buyer in writing, setting forth in reasonable detail the basis therefor and providing copies of all relevant documents relating thereto. Buyer shall then have thirty (30) days from the date it received such notice to investigate the Loss to determine whether it will elect to assume the defense of the matter. If it does so elect, Seller shall give its full cooperation and assistance to Buyer in maintaining a defense. Buyer shall not be liable for any amounts paid in settlement of a Loss if such settlement is effected without Buyer’s written consent, which consent shall not be unreasonably withheld. It is understood that the obligations of Buyer under this Section shall survive the Effective Date to the extent provided in Section 1.7(c) below.
Buyer’s Indemnity Obligation. From and after the Closing Date, Buyer shall RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Seller Group from and against any and all Claims arising out of, resulting from, or relating to:
(a) any breach by Buyer of Buyer’s representations or warranties set forth in Article 6 of this Agreement;
(b) any breach by Buyer of Buyer’s covenants set forth in this Agreement; and
(c) the Assumed Liabilities.
Buyer’s Indemnity Obligation. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 3.4 (Survival of Representations, Warranties, Covenants and Agreements), this ARTICLE X and otherwise herein, Buyer and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS, subject to the procedures under Section 10.4, each Seller and its Affiliates, and all of its and their respective equity holders, partners, members, directors, officers, managers, employees, agents and other representatives (collectively, the “Seller Indemnified Parties”) from and against any and all claims, Actions, causes of actions, payments, charges, interest assessments, judgments, assessments, liabilities, losses, damages, supplemental environmental projects, penalties, fines, interest, or costs and expenses (including expenses of investigating, preparing or defending the foregoing), including any reasonable fees of attorneys, experts, consultants, accountants and other professional representatives and legal or other expenses incurred in connection therewith and including liabilities, costs, losses and damages for personal injury, illness or death, property damage, contracts claims, torts or otherwise (collectively, “Liabilities”), arising out of, resulting from, based on, associated with, or relating to:
(a) any breach by Buyer of Buyer’s representations or warranties set forth in this Agreement; or
(b) any breach by Buyer of Buyer’s covenants set forth in this Agreement; provided, however, that in no event shall Buyer have any obligation to provide indemnification for any matters to the extent already accounted for in the Preliminary Settlement Statement or the Final Settlement Statement as an upward adjustment to the Cash Consideration.
Buyer’s Indemnity Obligation. If Closing shall occur, Buyer shall RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Seller Group from and against any and all Claims arising out of, resulting from, or relating to:
(a) any breach by Buyer of Buyer’s representations, warranties or covenants set forth in this Agreement;
(b) the ownership or operation of the Assets relating to periods after the Effective Time;
(c) the Assumed Liabilities; and
(d) the Environmental Liabilities, excluding Claims for which Seller is obligated to indemnify Buyer pursuant to Section 4.2 (but only to the extent of such indemnity) for breach of Seller’s representations and warranties under Section 6.11. SELLER AND BUYER AGREE AND STIPULATE THAT (i) THESE INDEMNIFICATION PROVISIONS COMPLY WITH AND SATISFY THE EXPRESS NEGLIGENCE TEST AND (ii) SELLER AND BUYER CLEARLY INTEND TO TRANSFER THE RISK OF LOSS FOR THE INDEMNIFIED PARTIES’ NEGLIGENCE IN COMPLIANCE WITH THE REQUIREMENTS SET FORTH IN ETHYL CORP. X. XXXXXX CONSTRUCTION CO., 725 S.W.2d 705 (TEX. 1987), ENSERCH CORPORATION X. XXXXXX, 794 S.W.2d (Tex. 1990), AND ALL SUBSEQUENT TEXAS CASES. SELLER AND BUYER AGREE AND STIPULATE THAT THESE INDEMNIFICATION PROVISIONS ARE CONSPICUOUS IN COMPLIANCE WITH THE REQUIREMENTS SET FORTH IN DRESSER INDUSTRIES, INC. X. XXXXX PETROLEUM, INC., 000 X.X. 2d 505 (TEX. 1993) AND ALL SUBSEQUENT TEXAS CASES.
Buyer’s Indemnity Obligation. After Closing, Buyer shall release Sellers from and shall fully protect, indemnify and defend Seller Indemnitees, and hold them harmless from and against any and all Claims relating to, arising out of, or connected, directly or indirectly, with:
(a) the breach of any of the representations, warranties, covenants, or agreements of Buyer contained in this Agreement; and
(b) to the extent that Sellers are not required to indemnify Buyers Indemnitees in accordance with Section 7.3, all liabilities or obligations of any kind or nature, resulting from or arising out of the ownership, use or operation of the Properties by Buyer, whether arising out of or relating to periods before, on or after the Effective Time. The indemnity obligation and release provided herein shall apply regardless of cause or of any negligent acts or omissions of any Seller Indemnitee.
Buyer’s Indemnity Obligation. Following Closing, Buyer shall, subject to the limitations set forth below, release Seller from and shall fully protect, indemnify and defend Seller, its directors, officers, agents, employees, legal counsel and financial advisors and Affiliates (collectively, the “Seller Indemnified Parties”) and hold them harmless from and against any and all Losses suffered or incurred by the Seller Indemnified Parties that arise out of, result from, or are payable as a result of , the following (“Buyer Indemnified Losses”): (a) the breach of any representation or warranty made by Buyer in this Agreement, (b) the failure of Buyer to perform any covenant or obligation required to be performed by it under this Agreement, (c) Claims against the Seller Indemnified Parties to the extent such Claims arise out of or are attributable to the ownership, use, condition or operation of the Properties following the Closing Date, and (d) Claims against the Seller Indemnified Parties related to the Assumed Obligations. The indemnity obligation and release provided herein shall apply regardless of cause or of any negligent acts or omissions of Seller Indemnified Parties except acts of gross negligence, bad faith or intentional misconduct.
