Common use of Buyer’s Indemnity Obligations Clause in Contracts

Buyer’s Indemnity Obligations. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.3, this Article XI and otherwise herein, Buyer and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Seller and its affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Seller or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”) from and against any and all obligations, claims, causes of actions, payments, charges, interest assessments, judgments, assessments, liabilities, losses, damages, supplemental environmental projects, penalties, fines, costs and expenses (including any 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, investigations, remediation, cleanup, monitoring, reporting or other response to or correction of environmental conditions, or noncompliance with or liability under Laws 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 and warranties set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv); (b) any breach by Buyer of Buyer’s covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv); and (c) the Assumed Liabilities.

Buyer’s Indemnity Obligations. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.33.3, this Article XI X and otherwise herein, Buyer and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Seller and its affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Seller or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”) from and against any and all obligations, claims, causes of actions, payments, charges, interest assessments, judgments, assessments, liabilities, losses, damages, supplemental environmental projects, penalties, fines, fines or costs and expenses (expenses, including any fees of attorneys, experts, consultants, accountants and other professional representatives, representatives and legal or other expenses incurred in connection therewith) therewith and including liabilities, costs, losses and damages for personal injury, illness or death, property damage, contracts claims, torts, investigations, remediation, cleanup, monitoring, reporting or other response to or correction of environmental conditions, or noncompliance with or liability under Laws 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 and representations, warranties set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv); (b) any breach by Buyer of Buyer’s covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv)Agreement; and (cb) the Assumed Liabilities.

Buyer’s Indemnity Obligations. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.3, this Article XI and otherwise herein, Buyer and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Seller and its affiliatesAffiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Seller or any of its affiliates Affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”) from and against any and all obligations, claims, causes of actions, payments, charges, interest assessments, judgments, assessments, liabilities, losses, damages, supplemental environmental projects, penalties, fines, fines or costs and expenses (expenses, including any fees of attorneys, experts, consultants, accountants and other professional representatives, representatives and legal or other expenses incurred in connection therewith) therewith and including liabilities, costs, losses and damages for personal injury, illness or death, property damage, contracts claims, torts, investigations, remediation, cleanup, monitoring, reporting or other response to or correction of environmental conditions, or noncompliance with or liability under Laws 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 and representations, warranties set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv); (b) any breach by Buyer of Buyer’s covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv)Agreement; and (cb) the Assumed Liabilities.

Buyer’s Indemnity Obligations. If the Closing Buyer shall occur, then effective from indemnify and after the Closing, subject to the limitations set forth in Section 4.3, this Article XI and otherwise herein, Buyer and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS hold each Seller and its Party (including their affiliates, and all of its and their respective equity holderscontrolling persons, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Seller or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests)officers, directors, officers, managers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”employees or agents) harmless from and against any and all obligations, claims, causes Indemnified Amounts incurred by such Seller Party as a result of actions, payments, charges, interest assessments, judgments, assessments, liabilities, losses, damages, supplemental environmental projects, penalties, fines, costs and expenses (including any 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, investigations, remediation, cleanup, monitoring, reporting or other response to or correction of environmental conditions, or noncompliance with or liability under Laws or otherwise (collectively, “Liabilities”), arising out of, resulting from, based on, associated with, or relating to: (a) any error, inaccuracy, breach or misrepresentation in any of the representations or warranties made by Buyer of Buyer’s representations and warranties set forth in this Agreement Agreement, the Notes, the Security Agreements or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv); Deed of Trust, (b) any violation, breach or default by Buyer of Buyer’s covenants set forth in or under any covenant made or undertaken by it under the terms of this Agreement Agreement, the Notes, the Security Agreements or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv); and Deed of Trust, (c) the presence, remediation or clean-up of, or exposure to, Hazardous Substances relating to or located at, on, within or under the Purchased Assets or any Facility or any failure to comply with Requirements of Environmental Law to the extent that the same is based upon any act or omission of any party except Seller Parties or their contractors or agents occurring after the Closing Date, (d) any Assumed LiabilitiesLiabilities or (e) the operation of the Business or the Purchased Assets following the Closing (except to the extent such claim or liability constitutes a Retained Liability or is subject to indemnification by Seller hereunder); provided, that Buyer shall not have any obligation to indemnify the Seller Parties from and against any Indemnified Amounts for matters set forth in clause (a), (b), (c) or (e) above until the Seller Parties shall have, collectively, suffered losses by reason of (i) any such matter in excess of $5,000, or (ii) all such matters in excess of $30,000 (after either of which point the Buyer will be obligated to provide indemnification from and against the full amount of Indemnified Amounts.)

Buyer’s Indemnity Obligations. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.33.3, this Article XI X and otherwise herein, Buyer and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Seller and its affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Seller or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”) from and against any and all obligations, claims, causes of actions, payments, charges, interest assessments, judgments, assessments, liabilities, losses, damages, supplemental environmental projects, penalties, fines, fines or costs and expenses (expenses, including any fees of attorneys, experts, consultants, accountants and other professional representatives, representatives and legal or other expenses incurred in connection therewith) therewith and including liabilities, costs, losses and damages for personal injury, illness or death, property damage, contracts claims, torts, investigations, remediation, cleanup, monitoring, reporting or other response to or correction of environmental conditions, or noncompliance with or liability under Laws 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 and representations, warranties set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv); (b) any breach by Buyer of Buyer’s covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv)Agreement; and and (cb) the Assumed Liabilities.

Buyer’s Indemnity Obligations. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.33.3, this Article XI X and otherwise herein, Buyer and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Seller and its affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Seller or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”) from and against any and all obligations, claims, causes of actions, payments, charges, interest assessments, judgments, assessments, liabilities, losses, damages, supplemental environmental projects, penalties, fines, fines or costs and expenses (expenses, including any fees of attorneys, experts, consultants, accountants and other professional representatives, representatives and legal or other expenses incurred in connection therewith) therewith and including liabilities, costs, losses and damages for personal injury, illness or death, property damage, contracts claims, torts, investigations, remediation, cleanup, monitoring, reporting or other response to or correction of environmental conditions, or noncompliance with or liability under Laws torts or otherwise (collectively, “Liabilities”), arising out of, resulting from, based on, associated with, or relating to:to (without duplication): (a) any breach by Buyer of Buyer’s representations and representations, warranties set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv); (b) any breach by Buyer of Buyer’s covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv)Agreement; and (cb) the Assumed Liabilities.