General Indemnification by Buyer. Buyer shall defend, indemnify and hold the Seller Indemnified Group harmless from and against any and all Claims for personal injury, death or damage to property or to the environment, or for any other relief, arising directly or indirectly from, or incident to (i) the use, occupation, operation, maintenance or abandonment of any of the Interests, or condition of the property or premises, whether latent or patent, and whether asserted against Buyer and/or any member of the Seller Indemnified Group after the Effective Date, whether or not any such Claims result from conditions, actions or inactions at or before the Effective Time; (ii) Seller=s operation of the Interests under Article 10 (if applicable), except to the extent caused by Seller=s gross negligence or willful misconduct; (iii) all obligations assumed by Buyer pursuant to this Article 8 or Section 9.5; (iv) any obligations for broker=s fees incurred by Buyer in connection with its purchase of the Interests; (v) any violation by Buyer of state or federal securities laws, or Buyer=s dealings with its partners, investors, financial institutions and other third parties in connection with the transactions contemplated under this Agreement; (vi) Buyer=s operation of any Interest that is reconveyed or reassigned to Seller pursuant to Section 5.4.3(ii) due to failure to obtain requisite Consents, and (vii) the specific amounts by which the Sale Price is reduced pursuant to sub-Sections 2.2.3(iii), (iv), (v) and (vi) hereof, excluding, however, any and all such Claims arising from or relating to (i) contractual obligations of Seller with respect to the Interests and attributable to periods of time prior to the Effective Date including, without limitation, the obligation to fully and timely pay royalties (excluding, however, the specific amounts by which the Sale Price is reduced pursuant to sub-Sections 2.2.3(iii), (iv), (v) and (vi) hereof), (ii) the gross negligence or willful misconduct of Seller during the Interim Period, and (iii) the disposal offsite from said Interests prior to the Closing Date of any hazardous substances, wastes, materials and products generated by or used in connection with the operation of the Interests. With respect to any Claim Buyer may be obligated to defend pursuant to Buyer=s indemnification obligations contained in this Agreement, Seller shall have the right, but not the obligation, to participate fully in the defense of the Claim.
General Indemnification by Buyer. Buyer shall defend, indemnify and hold Seller, each partner thereof, and each partner's directors, officers, employees, agents, attorneys, and affiliates (each, a "Seller Indemnified Party") harmless at all times against and in respect of any claim, action, loss, cost, expense, liability, penalty or interest, or damage (collectively, "Damages") suffered or incurred by such Seller Indemnified Party, and all other costs and expenses incurred by such Seller Indemnified Party in necessary investigation or, after notice to Buyer of its intent to do so, in attempting to avoid or oppose the imposition thereof, arising out of, relating to, or resulting from, (i) any breach of any representation, warranty, covenant, or agreement made by Buyer in this Agreement, or in any agreement, document, or instrument executed and delivered pursuant to or in connection with the transactions contemplated hereby or thereby; or (ii) the non-performance or malperformance of any obligation to be performed on the part of Buyer under this Agreement or in any agreement (including, without limitation, any agreement entered into pursuant to Section 1.8 hereof), document or instrument executed and delivered pursuant hereto or in connection with the transactions contemplated hereby or thereby; PROVIDED that Buyer shall not be obligated to indemnify any Seller Indemnified Party for any Damages suffered or incurred by such Seller Indemnified Party as a result of such Seller Indemnified Party's gross negligence or willful misconduct.
General Indemnification by Buyer. Buyer covenants and agrees, from and after the Closing, to indemnify, defend and protect and hold harmless Company and its respective officers, directors, employees, assigns, successors and affiliates (individually a "Company Indemnified Party" and, collectively, the "Company Indemnified Parties") from, against and in respect of all Damages suffered, sustained, incurred or paid by the Company Indemnified Parties in connection with, resulting from or arising out, directly or indirectly: (i) any inaccuracy or breach of any representation or warranty of Buyer set forth in this Agreement or any certificate delivered by or on behalf of Buyer at the Closing; (ii) any nonfulfillment of any covenant or agreement of Buyer in this Agreement; (iii) any Included Liability; (iv) any liabilities of Buyer or the TG Business that are attributable to any act, omission or event occurring after the Closing; (v) any liability of the Company to the extent that it is attributable to the conduct of the TG Business after the Closing; or (vi) any liabilities of Buyer that are not Excluded Liabilities.
General Indemnification by Buyer. Buyer agrees to protect, defend, -------------------------------- indemnify and hold harmless Seller and the Owners and their respective successors and assigns from, against and in respect of any and all losses, costs, damages, charges or expenses of any nature (including reasonable attorney's fees) resulting from (a) the Assumed Liabilities; (b) any breach of any representation or warranty or nonfulfillment of any agreement or covenant on the part of Buyer contained in this Agreement or in any of the instruments or documents delivered by Buyer in connection herewith; (c) the ownership, lease, license or use of the Assets and the operation of the Business by Buyer from and after the Closing Date (including, without limitation, Taxes related thereto); and/or (d) use by Buyer of the Excluded Trademarks pursuant to Section 9.7.
General Indemnification by Buyer. Following the Closing and subject to the terms and conditions of this Article VII, Buyer will indemnify, defend and hold harmless Parent, Seller, their Affiliates and each of their respective employees, directors and officers (collectively, the “Seller Group”) from and against, any and all Damages actually incurred by any member of the Seller Group based upon or arising out of (i) any breach of any Surviving Covenant of Buyer contained in this Agreement or (ii) any breach of Buyer’s representations and warranties contained in Article IV. Any party providing indemnification pursuant to this Article VII is referred to herein as an “Indemnifying Party”, and any member of Buyer Group or Seller Group seeking indemnification pursuant to this Article VII is referred to herein as an “Indemnified Party”.
General Indemnification by Buyer. Buyer agrees to indemnify and hold Parent, Seller, and Finance harmless from and against any Loss incurred by any of them in connection with or alleged to result from the following:
(a) a breach by Buyer of any representation or warranty made pursuant to Section 5.2 above or otherwise in this Agreement or other document or certificate delivered pursuant to this Agreement (without giving effect to any qualifications as to the materiality of such statements);
(b) a breach by Buyer (or following the Closing Date, the Company) of any of its obligations or covenants contained in this Agreement or other document delivered in connection with this Agreement; or
(c) any liability or obligation of Buyer (or following the Closing Date, the Company).
General Indemnification by Buyer. Buyer and the Company covenant and agree to indemnify, defend, protect and hold harmless the Members and their respective successors and assigns (individually, a "P&M Indemnified Party" and collectively, the "P&M Indemnified Parties") from, against and in respect of all Damages suffered, sustained, incurred or paid by the P&M Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly:
(i) any breach of any representation or warranty of Buyer set forth in this Agreement or any schedule or certificate delivered by or on behalf of any of Buyer in connection herewith; or
(ii) any nonfulfillment of any covenant or agreement on the part of Buyer or, after the Closing Date, the Company, in this Agreement; or
(iii) the business, operations or assets of Buyer, or the acts or omissions of Buyer's managers, officers, employees or agents in the performance of their duties for or on behalf of Buyer, prior to the Closing Date, and the business, operations or assets of the Company after the Closing Date; or
(iv) except as provided in Section 7.2, any liability for Taxes on account of the Company's business and operations for any Taxable period or portion thereof ending after the Closing Date; or
(v) any litigation or other claims of any kind brought against the Company and/or the Members arising out of acts or omissions of the Company or Buyer after the Closing.
(vi) any and all Damages incident to any of the foregoing or to the enforcement of this Section 8.
General Indemnification by Buyer. Buyer agrees, subject to the other provisions of this Article X, to protect, defend, indemnify and hold harmless Seller, its employees, representatives and affiliates, and their respective successors and assigns, from, against and in respect of any and all losses, costs, damages, charges or expenses of any nature (including reasonable attorney's fees) resulting from or relating to (a) the Business or the Assumed Liabilities; or (b) any breach of any representation or warranty or nonfulfillment of any agreement or covenant on the part of Buyer contained in this Agreement.
General Indemnification by Buyer. Subject to the limitations set forth in Sections 8.2, Buyer covenants and agrees to indemnify, defend, protect and hold harmless the Members (each, a "Company Indemnified Party" and collectively, the "Company Indemnified Parties" and together with each Buyer Indemnified Party, an "Indemnified Party") from, against and in respect of Damages suffered, sustained, incurred or paid by the Company Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly:
(a) any inaccuracy in or breach of any representation or warranty of Buyer set forth in this Agreement or any schedule or certificate, delivered by or on behalf of Buyer in connection herewith; or
(b) any nonfulfillment of any covenant or agreement on the part of Buyer in this Agreement.
General Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless each Company Holder and each Company Holder’s Affiliates and each of their respective officers, directors, employees, agents, assigns and successors (collectively, the “Seller Indemnified Parties”) from and against any Adverse Consequences suffered, sustained, incurred or paid by any Seller Indemnified Party in connection with, resulting from or arising out of, directly or indirectly:
(a) any breach or inaccuracy of any representation or warranty of Buyer set forth in this Agreement, the Buyer Disclosure Schedule, any Buyer Ancillary Agreement or any Merger Sub Ancillary Agreement and any Third Party Claim alleging facts that, if true, would constitute such breach or inaccuracy; and
(b) any nonfulfillment or breach by Buyer or Merger Sub of any covenant or agreement of Buyer or Merger Sub set forth in this Agreement, the Buyer Disclosure Schedule, any Buyer Ancillary Agreement or any Merger Sub Ancillary Agreement.
