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.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (SM Energy Co), Purchase and Sale Agreement (SM Energy Co)
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 obligations and Liabilities arising from, based upon, related to or associated with:
(a) any breach by Buyer of its representations or warranties contained in Article IVIV or the Buyer Certificate;
(b) any breach by Buyer of its covenants and agreements contained in this Agreement;
(c) Buyer’s share of Subject Transfer Taxes as determined under Section 10.2; or
(cd) the Assumed Obligations.
Appears in 1 contract
Indemnities of Buyer. Effective as of the Closing, Buyer and their respective its 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (AMERICAN EAGLE ENERGY Corp)