Indemnities of Buyer. Effective as of the Closing, Buyer and its successors and assigns shall assume, be responsible for, shall pay on a current basis, and hereby defend, indemnify, hold harmless and forever release Seller and its Affiliates, and all of their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Seller Indemnified Parties”) from and against any and all Liabilities arising from, based upon, related to or associated with:
(a) any breach by Buyer of its representations or warranties contained in Article V;
(b) any breach by Buyer of its covenants and agreements under this Agreement; and
(c) the Assumed Obligations.
Indemnities of Buyer. Buyer agrees that it will protect, defend, indemnify and hold Seller harmless from and against all actions, causes of action, suits, claims, costs, losses, penalties, damages, liabilities and expenses of any kind whatsoever, including reasonable attorneys' fees ("Claims"), based upon or arising out of: (i) any Claim for personal injury or property damage occurring on or about the Property after the Closing Date or in connection with Buyer's or its agents' or independent contractors' access to the Property prior to the Closing Date; (ii) any Claims related to construction defects, soil subsidence or other similar claims related to the Land, the Lots or the Improvements or any other improvements of any kind made thereto or constructed thereon; and (iii) any other Claim arising out of Buyer's ownership or operation of the Property after the Closing Date.
Indemnities of Buyer. Effective as of the Closing, Buyer and their respective successors and assigns shall assume, be responsible for, shall pay on a current basis and agree to defend, indemnify, hold harmless and forever release SM Energy and its Affiliates, and all of their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “SM Indemnified Parties”) from and against any and all Liabilities arising from, based upon, related to or associated with:
(a) any breach by Buyer of its representations or warranties contained in Article IV;
(b) any breach by Buyer of its covenants and agreements contained in this Agreement; or
(c) the Assumed Obligations.
Indemnities of Buyer. Effective as of the Closing, Buyer and its successors and assigns shall assume, be responsible for, shall pay on a current basis, and hereby defends, indemnifies, holds harmless and forever releases Seller and its Affiliates, and all of their respective equity holders, partners and members (excluding, in each case, equity holders, partners or members solely by virtue of holding publicly traded shares, units or other interests), and directors, officers, managers, employees, agents and representatives (collectively, “Seller Indemnified Parties”) from and against any and all Liabilities arising from, based upon, related to or associated with:
(a) any breach by Buyer of its representations or warranties contained in Article V;
(b) any breach by Buyer of its covenants and agreements under this Agreement other than under Article XIV; or
(c) the Assumed Obligations, but excepting (in each case) Liabilities against which Seller is required to indemnify Buyer under Section 13.2 at the time that the Claim Notice is presented by the Seller Indemnified Party to Buyer.
Indemnities of Buyer. Effective as of the Closing, Buyer and its successors and assigns shall be responsible for, shall pay, and will defend, indemnify, and hold harmless Seller and the Selling Subsidiaries, and all of their respective equity holders, partners, members (excluding, in each case, equity holders, partners or members solely by virtue of holding publicly traded shares, units or other interests), and directors, officers, managers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”) from and against any and all Liabilities to the extent arising from, based upon, related to or associated with:
(a) any breach by Buyer of its representations or warranties contained in Article V;
(b) any breach by Buyer of its covenants and agreements under this Agreement; or
Indemnities of Buyer. Regardless of any investigation made at any time by or on behalf of any Party or any information any Party may have, and regardless of the presence or absence of insurance, Buyer shall indemnify and hold harmless Seller and its Indemnity Group from and against any and all Claims and Liabilities caused by, arising out of, resulting from, or relating in any way to, and to pay to Seller or its Indemnity Group any sum that Seller or its Indemnity Group pays, or becomes obligated to pay, on account of: (a) any breach or default in the performance by Buyer or Parent of any covenant or agreement of Buyer or Parent contained in this Agreement or any document executed in connection herewith; (b) any breach of a warranty or an inaccurate or erroneous representation made by Buyer or Parent in this Agreement (provided, however, that for purposes of this Section 9.3, all qualifications relating to materiality contained in such representations and warranties shall be disregarded); and (c) all Assumed Liabilities.
Indemnities of Buyer. Effective as of the Closing, subject to Section 13.2, Buyer and each of its successors and assigns shall jointly and severally assume, be responsible for, and hereby agree to defend, indemnify, hold harmless and forever release Seller and its Affiliates and all of their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Seller Indemnified Parties”) from and against any and all liabilities arising from, based upon, related to or associated with:
(a) the Assumed Obligations;
(b) ownership or operation of the Assets after the Effective Time, including, without limitation, the claims and expenses in Section 7.6(b);
(c) Environmental Defects related or attributable to the Assets;
(d) any breach of any representation or warranty made by Buyer contained in Article VI; and
(e) any breach of Buyer’s covenants or agreements.
Indemnities of Buyer. Effective as of the Closing, subject to the limitations set forth herein (including those set forth in Sections 8.4, 8.6, 8.7 and 8.8), Buyer and its successors and assigns shall assume, be responsible for, shall pay on a current basis and defend, indemnify, hold harmless and forever release Sellers and their respective Affiliates, and all of their respective HN\1533753.22 partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Seller Indemnified Parties”) from and against any and all Liabilities arising from, based upon, related to or associated with:
(a) any breach by Buyer of any of its representations or warranties contained in Article X or in the certificate delivered to Seller’s Representative by Buyer pursuant to Section 5.7;
(b) any breach by Buyer of any of its covenants or agreements under this Agreement or in the certificate delivered to Seller’s Representative by Buyer pursuant to Section 5.7; and
(c) the Assumed Obligations.
Indemnities of Buyer. (a) Effective as of the Closing, each Buyer and each of its successors and assigns shall jointly and severally assume, be responsible for, and hereby agree to defend, indemnify, hold harmless and forever release Seller and its Affiliates and all of their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Seller Indemnified Parties”) from and against any and all liabilities arising from, based upon, related to or associated with:
(i) the Assumed Obligations;
(ii) ownership or operation of the Assets after the Effective Time, including, without limitation, the claims and expenses in Section 15.18(b);
(iii) Title Defects related or attributable to the Assets (other than the special warranty in the assignments to be executed pursuant hereto);
(iv) environmental defects related or attributable to the Assets;
(v) the Excluded Liabilities (other than the Excluded Assets) from and after the applicable time periods set forth therein;
(vi) any breach of any representation or warranty made by Buyer contained in Article V; and
(vii) any breach of Buyer’s covenants or agreements contained in Sections 6.3, 6.4, 6.6, and 11.4.
Indemnities of Buyer. Effective as of the Closing and thereafter, except for Liabilities for which SM Energy is required to indemnify Buyer Indemnified Parties under Section 13.2, Buyer and its successors and assigns shall assume, be responsible for, shall pay on a current basis and shall defend, indemnify, hold harmless and forever release SM Energy and its Affiliates, and all of their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives, except for stockholders of any publicly traded entity (collectively, “SM Indemnified Parties”), and releases the SM Indemnified Parties from and against any and all Liabilities arising from, based upon, related to or associated with:
(a) any breach by Buyer of its representations or warranties contained in Article IV;
(b) any breach by Buyer of its covenants and agreements contained in this Agreement;
(c) Subject Transfer Taxes; or
(d) the Assumed Obligations.
