Common use of Buyer’s Indemnity Obligations Clause in Contracts

Buyer’s Indemnity Obligations. Buyer shall indemnify each Seller Indemnified Party against, and hold each Seller Indemnified Party harmless from and against, any and all Indemnified Amounts that arise from, are based on or relate or otherwise are attributable to (i) any breach of any representation or warranty made by or on behalf of Buyer in this Agreement or in any certificate delivered in connection herewith, (ii) any breach or nonfulfillment by Buyer of or default by Buyer under any covenant in this Agreement or (iii) the Assumed Liabilities, in each case except to the extent such Indemnified Amount relates to a matter for which indemnification would be provided under Section 7.1. Notwithstanding the foregoing, Buyer shall not be required to indemnify or hold harmless the Seller Indemnified Parties on account of any Indemnified Amounts arising under Section 7.2(i) above unless the aggregate liability of Buyer in respect of all Indemnified Amounts exceeds the Deductible Amount, and then only for the amount by which the Indemnified Amounts exceed the Deductible Amount. In no event shall the Buyer’s aggregate liability to the Seller Indemnified Parties under Section 7.2(i) above exceed the Ceiling Amount (other than with respect to breaches of representations and warranties contained in Sections 4.1, 4.2 and 4.6, as to which the Ceiling Amount shall not apply).

Buyer’s Indemnity Obligations. Buyer shall indemnify each Seller Indemnified Party against, and hold each Seller Indemnified Party harmless from and against, any and all Indemnified Amounts that arise from, are based on or relate or otherwise are attributable to (i) any breach of any representation or warranty made by or on behalf of Buyer in this Agreement or in any certificate delivered in connection herewith, (ii) any breach or nonfulfillment by Buyer of or default by Buyer under any covenant in this Agreement or (iii) the Assumed Liabilities, in each case except to the extent such Indemnified Amount relates to a matter for which indemnification would be provided under Section 7.1. Notwithstanding the foregoing, Buyer shall not be required to indemnify or hold harmless the Seller Indemnified Parties on account of any Indemnified Amounts arising under Section 7.2(i) above unless the aggregate liability of Buyer in respect of all Indemnified Amounts exceeds the Deductible Amount, and then only for the amount by which the Indemnified Amounts exceed the Deductible Amount. In no event shall the Buyer’s aggregate liability to the Seller Indemnified Parties under Section 7.2(i) above exceed the Ceiling Amount (other than with respect to breaches of representations and warranties contained in Sections 4.1, 4.2 4.1 and 4.64.2, as to which the Ceiling Amount shall not apply).

Buyer’s Indemnity Obligations. Buyer shall indemnify each Seller Indemnified Party against, and hold each Seller Indemnified Party harmless from and against, any and all Indemnified Amounts that arise from, are based on or relate or otherwise are attributable to (ia) any error, inaccuracy, breach or misrepresentation in any of any representation or warranty the representations and warranties made by or on behalf of Buyer in this Agreement or in any certificate delivered in connection herewithAgreement, (iib) any violation or breach or nonfulfillment by Buyer of or default by Buyer under any covenant in the terms of this Agreement Agreement, or (iiic) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based on any agreement or understanding alleged to have been made by any such Person with either Buyer or the Assumed LiabilitiesPartnership (or any Person acting on their behalf) in connection with any of the transactions contemplated by this Agreement. The failure of Buyer to cure, remediate or otherwise repair any condition or circumstance existing at the Closing or caused by Seller shall not be deemed an “omission” for purposes hereof. Seller shall be entitled to recover its reasonable and necessary attorneys’ fees and litigation expenses incurred in each case except to the extent such Indemnified Amount relates to a matter for which indemnification would be provided connection with successful enforcement of their rights under this Section 7.16.2. Notwithstanding the foregoing, Buyer shall not be required to indemnify or hold harmless the Seller Indemnified Parties on account of any Indemnified Amounts arising under Section 7.2(i6.2(a) above unless the aggregate liability of Buyer in respect of all Indemnified Amounts exceeds the Deductible Amount, Threshold Amount and then only for the amount by which in excess of the Indemnified Amounts exceed the Deductible Threshold Amount. In no event shall the Buyer’s aggregate liability to the Seller Indemnified Parties under this Section 7.2(i6.2(a) above exceed the Ceiling Amount (other than with respect to breaches of representations and warranties contained in Sections 4.1, 4.2 and 4.6, as to which the Ceiling Amount shall not apply)Amount.

Buyer’s Indemnity Obligations. Buyer shall indemnify each Seller Indemnified Party against, and hold each Seller Indemnified Party harmless from and against, any and all Indemnified Amounts that arise from, are based on or relate or otherwise are attributable to (ia) any error, inaccuracy, breach or misrepresentation in any of any representation or warranty the representations and warranties made by or on behalf of Buyer or the Partnership in this Agreement or in any certificate delivered in connection herewithAgreement, (iib) any violation or breach or nonfulfillment by Buyer or the Partnership of or default by Buyer or the Partnership under any covenant in the terms of this Agreement or (iii) the Assumed LiabilitiesAgreement, in each case except to the extent such Indemnified Amount relates to a matter for which indemnification would be provided under Sections 7.1(a) or (b), or (c) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based on any agreement or understanding alleged to have been made by any such Person with Buyer or the Partnership (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement. The failure of Buyer to cure, remediate or otherwise repair any condition or circumstance existing at the Closing or caused by Seller Party shall not be deemed an “omission” for purposes hereof. Seller Party shall be entitled to recover its reasonable and necessary attorneys’ fees and litigation expenses incurred in connection with successful enforcement of their rights under this Section 7.17.2. Notwithstanding the foregoing, Buyer shall not be required to indemnify or hold harmless the Seller Indemnified Parties on account of any Indemnified Amounts arising under Section 7.2(i7.2(a) above unless the aggregate liability of Buyer in respect of all Indemnified Amounts exceeds the Deductible Amount, Threshold Amount and then only for the amount by which in excess of the Indemnified Amounts exceed the Deductible Threshold Amount. In no event shall the Buyer’s aggregate liability to the Seller Indemnified Parties under this Section 7.2(i7.2(a) above exceed the Ceiling Amount (other than with respect to breaches of representations and warranties contained in Sections 4.1, 4.2 5.1 and 4.6, 5.7 as to which the Ceiling Amount shall not apply).

Buyer’s Indemnity Obligations. Buyer shall indemnify each Seller Indemnified Party against, and hold each Seller Indemnified Party harmless from and against, any and all Indemnified Amounts that arise from, are based on or relate or otherwise are attributable to (ia) any error, inaccuracy, breach or misrepresentation in any of any representation or warranty the representations and warranties made by or on behalf of Buyer or the Partnership in this Agreement or in any certificate delivered in connection herewithAgreement, (iib) any violation or breach or nonfulfillment by Buyer or the Partnership of or default by Buyer or the Partnership under any covenant in the terms of this Agreement or (iii) the Assumed LiabilitiesAgreement, in each case except to the extent such Indemnified Amount relates to a matter for which indemnification would be provided under Sections 7.1(a) or (b), or (c) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based on any agreement or understanding alleged to have been made by any such Person with Buyer or the Partnership (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement. The failure of Buyer to cure, remediate or otherwise repair any condition or circumstance existing at the Closing or caused by Seller shall not be deemed an “omission” for purposes hereof. Seller shall be entitled to recover its reasonable and necessary attorneys’ fees and litigation expenses incurred in connection with successful enforcement of their rights under this Section 7.17.2. Notwithstanding the foregoing, Buyer shall not be required to indemnify or hold harmless the Seller Indemnified Parties on account of any Indemnified Amounts arising under Section 7.2(i7.2(a) above unless the aggregate liability of Buyer in respect of all Indemnified Amounts exceeds the Deductible Amount, Threshold Amount and then only for the amount by which in excess of the Indemnified Amounts exceed the Deductible Threshold Amount. In no event shall the Buyer’s aggregate liability to the Seller Indemnified Parties under this Section 7.2(i7.2(a) above exceed the Ceiling Amount (other than with respect to breaches of representations and warranties contained in Sections 4.1, 4.2 5.1 and 4.6, 5.7 as to which the Ceiling Amount shall not apply).