Common use of Indemnities of Seller Clause in Contracts

Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 12.4 and otherwise in this Article XII, Seller and its successors and assigns shall be responsible for, shall pay, and will defend, indemnify and hold harmless Buyer and its Affiliates, and all of its and 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 “Buyer 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 Seller or any Selling Subsidiary of its representations or warranties contained in Article IV; (b) any breach by Seller or any Selling Subsidiary of its covenants and agreements under this Agreement; or (c) any obligations or liabilities of, or act or omission by, Seller, any Seller Subsidiary, and any of their respective Affiliates involving or relating to the ownership, use or operation of the Excluded Assets or any other assets excluded from the Conveyed Interests pursuant to the terms hereof, including with respect to the transport or disposal or the arrangement for transport or disposal of any Hazardous Substances from the Excluded Assets operated by Seller or any Selling Subsidiary to any location not on the Assets or the exposure of any Person or property to Hazardous Substances generated at or arising out of the operations of the Excluded Assets by Seller or any Selling Subsidiary and attributable to the period of Seller’s or any Selling Subsidiary’s ownership of the Excluded Assets.

Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 12.4 and otherwise in this Article XII, Seller and its successors and assigns shall be responsible for, shall paypay on a current basis, and will defendhereby defends, indemnify indemnifies, holds harmless and hold harmless forever releases Buyer and its Affiliates, and all of its and their respective equity holdersstockholders, partners, members (excludingmembers, 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 “Buyer 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 Seller or any Selling Subsidiary of its representations or warranties contained in Article IVIV as of the Execution Date and as of the Closing, as though made at and as of the Closing; (b) any breach by Seller or any Selling Subsidiary of its covenants and agreements under this Agreement; or; (c) or any obligations or liabilities of, or act or omission by, Seller, any Seller Subsidiary, and or any of their respective its Affiliates involving or relating to (i) the ownership, use or operation of the Excluded Assets or any other assets excluded from the Conveyed Interests Assets conveyed to Buyer pursuant to the terms hereof, including with respect to (ii) the transport or disposal or the arrangement for transport or disposal of any Hazardous Substances from the Excluded Assets operated by Seller or any Selling Subsidiary to any location not on the Assets prior to the Closing Date; (iii) any Working Interests, Royalties or other owners’ revenues or proceeds payable by Seller on or attributable to the exposure sale of Hydrocarbons produced from or attributable to the Assets prior to the Effective Time; (iv) any Tax Liability of Seller or its Affiliates, including any Tax Liability for income and franchise Taxes imposed on Seller or its Affiliates and any Tax Liability, relating to the Assets for taxable periods or portions thereof ending on or before the Closing Date, except for Transfer Taxes and that portion of any Person Production Taxes for which Buyer is ultimately responsible under Section 14.1(b) hereunder; (v) any Liability or property obligation for compensation or reimbursement to Hazardous Substances generated at any of Seller’s current or former employees for work performed, including any Liabilities or obligations related to or arising under any employee benefit plan, express or implied contract, wages, bonuses, commissions or severance benefits prior to Closing; (vi) any fines, penalties and sanctions asserted, imposed or levied by any Governmental Authority resulting from any criminal investigation or proceedings arising out of or related to Seller’s ownership, use, maintenance or operation of the Assets; or (vii) any death, physical injury or illness to any employees of Seller related to or arising out of the operations Seller’s ownership or operation of the Excluded Assets Assets; (d) the obligation to bear certain capital expenditures attributable to each AFE identified on Schedule 4.12 (except AFE #309141 and AFE #311194) up to a maximum for each such AFE of the dollar amount set forth for such AFE in the column entitled “Seller AFE Obligations”, less any amounts actually paid by Seller or pursuant to such AFE at any Selling Subsidiary and attributable time prior to the period Closing (the obligations in clauses (c) and (d) of Seller’s or any Selling Subsidiary’s ownership of this Section 12.2 are collectively referred to as the Excluded Assets“Retained Obligations”).

Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 12.4 13.4 and otherwise in this Article XIIXIII, Seller and its successors and assigns shall be is responsible for, shall paypay on a current basis, and will defendhereby defends, indemnify indemnifies and hold holds harmless Buyer and its Affiliates, and all of its and their respective equity holders, partners, 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, the “Buyer Indemnified Parties”) from and against any and all Liabilities to the extent (other than Coll Litigation Liabilities), arising from, based upon, related to or associated with: (a) any breach by Seller or any Selling Subsidiary of its representations or warranties contained in Article IV; (b) any breach by Seller or any Selling Subsidiary of its covenants and agreements under this Agreement; orAgreement other than under Article XIV; (c) (i) any obligations or liabilities of, or act or omission by, Seller, any by Seller Subsidiary, and any of their respective Affiliates involving or relating to the ownership, use or operation of the Excluded Assets or any other assets excluded from the Conveyed Interests pursuant to the terms hereofhereof (other than the Additional Interests in which Buyer elects to participate), including with respect or (ii) the actions, suits or proceedings, if any, set forth on Schedule 4.7; (d) any claim for personal injury or death relating to the transport Conveyed Interests and occurring prior to the Closing Date to the extent arising out of or attributable to the period of Seller’s ownership of the Conveyed Interests prior to the Closing Date; (e) the disposal or the arrangement for transport or disposal transportation of any Hazardous Substances from the Excluded Assets Conveyed Interests operated by Seller or any Selling Subsidiary attributable to the period of Seller’s ownership of the Conveyed Interests to any location not on the Assets or the exposure lands pooled or unitized therewith in violation of any Person Environmental Law; (f) any payments for royalties or property overriding royalties attributable to Hazardous Substances generated at sales of Hydrocarbons produced from the Conveyed Interests prior to the Effective Time; (g) any royalty, overriding royalty and other burdens on production of Hydrocarbons from the Properties held in suspense by Seller as of Closing, or arising out any interest accrued in escrow accounts for such suspended funds; (h) any Liability of Seller for gross negligence or willful misconduct solely in connection with its operation prior to the Closing of any of the operations of Conveyed Interests in its capacity as operator thereof (and not as a joint tenant is the Excluded Assets by Seller properties comprising the Conveyed Interests); or (i) any ERISA Liability, Income Tax Liability or any Selling Subsidiary and attributable to the period of Seller’s or any Selling Subsidiary’s ownership of the Excluded AssetsFranchise Tax Liability.

Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 12.4 13.4 and Section 13.8 or otherwise in this Article XIIAgreement, Seller and its successors and assigns shall be responsible for, shall paypay on a current basis and hereby defends, indemnifies and will defend, indemnify and hold holds harmless Buyer and its Affiliates, and all of its and their respective equity holdersequityholders, partners, members (excludingmembers, 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 “Buyer Indemnified Parties”) from and against any and all Liabilities to the extent Liabilities, arising from, based upon, related to or associated with: (a) any breach by Seller or of any Selling Subsidiary of its representations or warranties contained in Article IVIV or in the certificate delivered at the Closing by Seller pursuant to Section 9.3(j); (b) any breach by Seller or of any Selling Subsidiary of its covenants and or agreements under this Agreement; orAgreement or in the certificate delivered at the Closing by Seller pursuant to Section 9.3(j) other than the covenants set forth in Section 13.2(c), Section 13.2(d), Section 13.2(e), Section 13.2(f), Section 13.2(g) or Section 13.2(h) below; (c) any obligations or liabilities of, or act or omission by, Seller, any Seller Subsidiary, and any of their respective Affiliates involving or relating to the ownership, use or operation of the Excluded Assets; (d) the actions, suits, proceedings or other matters set forth in Schedule 13.1; (e) any Income Tax Liability or Franchise Tax Liability; (f) death or personal injury to Third Party individuals related to or arising out of the Seller’s ownership or operation of the Assets or any other assets excluded from the Conveyed Interests pursuant occurring prior to the terms hereof, including Effective Time; (g) Environmental Liabilities associated with respect to the transport or disposal or the arrangement for transport or disposal transportation, in violation of any Environmental Law, of any Hazardous Substances from the Excluded Assets operated by Seller or any Selling Subsidiary to any location not on the Assets or the exposure of any Person lands pooled or property to Hazardous Substances generated at or arising out of the operations of the Excluded Assets by Seller or any Selling Subsidiary unitized therewith and attributable to the period of Seller’s or any Selling Subsidiary’s ownership of the Excluded AssetsAssets and prior to Closing; or (h) any Gap Period Property/Personal Injury Losses.

Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 12.4 13.4 and Section 13.8 or otherwise in this Article XIIAgreement, Seller and its successors and assigns shall be responsible for, shall paypay on a current basis and hereby defends, indemnifies and will defend, indemnify and hold holds harmless Buyer and its Affiliates, and all of its and their respective equity holdersequityholders, partners, members (excludingmembers, 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 “Buyer Indemnified Parties”) from and against any and all Liabilities to the extent Liabilities, arising from, based upon, related to or associated with: (a) any breach by Seller or of any Selling Subsidiary of its representations or warranties contained in Article IVIV or in Seller’s closing certificate; (b) any breach by Seller or of any Selling Subsidiary of its covenants and or agreements under this Agreement; (c) the Retained Obligations; or (cd) (i) any obligations fines, penalties and sanctions asserted, imposed or liabilities of, levied by any Governmental Authority resulting from any criminal investigation or act criminal proceedings arising out of or omission by, Seller, any related to Seller Subsidiary, and any of their respective Affiliates involving (or relating to the ownership, use its Affiliates) ownership or operation of the Excluded RTP Assets or any other assets excluded from the Conveyed Interests pursuant prior to the terms hereofClosing Date; (ii) any death, including with respect physical injury or illness to the transport or disposal or the arrangement for transport or disposal any employees of any Hazardous Substances from the Excluded Assets operated by a Seller or any Selling Subsidiary of its Affiliates related to any location not on the Assets or the exposure of any Person or property to Hazardous Substances generated at or arising out of the operations Seller’s ownership or operation of the Excluded RTP Assets prior to the Closing Date; (iii) attributable to any hedging transaction entered into by Seller or any Selling Subsidiary and attributable of its Affiliates prior to the period Closing Date; or (iv) Liabilities arising from assets of Seller’s Seller sold to Third Parties on or any Selling Subsidiary’s ownership of before the Excluded AssetsEffective Time.

Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 12.4 13.4 and otherwise in this Article XIIXIII, Seller and its successors and assigns shall be is responsible for, shall paypay on a current basis, and will defendhereby defends, indemnify indemnifies and hold holds harmless Buyer and its Affiliates, and all of its and their respective equity holders, partners, 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, the “Buyer Indemnified Parties”) from and against any and all Liabilities to the extent (other than Coll Litigation Liabilities), arising from, based upon, related to or associated with: (a) any breach by Seller or any Selling Subsidiary of its representations or warranties contained in Article IV; (b) any breach by Seller or any Selling Subsidiary of its covenants and agreements under this Agreement; orAgreement other than under Article XIV; (ci) any obligations or liabilities of, or act or omission by, Seller, any by Seller Subsidiary, and any of their respective Affiliates involving or relating to the ownership, use or operation of the Excluded Assets or any other assets excluded from the Conveyed Interests pursuant to the terms hereofhereof (other than the Additional Interests in which Buyer elects to participate), including with respect or (ii) the actions, suits or proceedings, if any, set forth on Schedule 4.7; (d) any claim for personal injury or death relating to the transport Conveyed Interests and occurring prior to the Closing Date to the extent arising out of or attributable to the period of Seller’s ownership of the Conveyed Interests prior to the Closing Date; (e) the disposal or the arrangement for transport or disposal transportation of any Hazardous Substances from the Excluded Assets Conveyed Interests operated by Seller or any Selling Subsidiary attributable to the period of Seller’s ownership of the Conveyed Interests to any location not on the Assets or the exposure lands pooled or unitized therewith in violation of any Person Environmental Law; (f) any payments for royalties or property overriding royalties attributable to Hazardous Substances generated at sales of Hydrocarbons produced from the Conveyed Interests prior to the Effective Time; (g) any royalty, overriding royalty and other burdens on production of Hydrocarbons from the Properties held in suspense by Seller as of Closing, or arising out any interest accrued in escrow accounts for such suspended funds; (h) any Liability of Seller for gross negligence or willful misconduct solely in connection with its operation prior to the Closing of any of the operations of Conveyed Interests in its capacity as operator thereof (and not as a joint tenant is the Excluded Assets by Seller properties comprising the Conveyed Interests); or (i) any ERISA Liability, Income Tax Liability or any Selling Subsidiary and attributable to the period of Seller’s or any Selling Subsidiary’s ownership of the Excluded AssetsFranchise Tax Liability.

Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 12.4 13.4 and Section 13.8 or otherwise in this Article XIIAgreement, Seller and its successors and assigns shall be responsible for, shall paypay on a current basis and hereby defends, indemnifies and will defend, indemnify and hold holds harmless Buyer and its Affiliates, and all of its and their respective equity holdersequityholders, partners, members (excludingmembers, 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 “Buyer Indemnified Parties”) from and against any and all Liabilities to the extent Liabilities, arising from, based upon, related to or associated with: (a) any breach by Seller or of any Selling Subsidiary of its representations or warranties contained in Article IVIV or in the certificate delivered at the Closing by Seller pursuant to Section 9.3(j); (b) any breach by Seller or of any Selling Subsidiary of its covenants and or agreements under this Agreement; orAgreement or in the certificate delivered at the Closing by Seller pursuant to Section 9.3(j) other than the covenants set forth in Section 13.2(c), Section 13.2(d), Section 13.2(e), Section 13.2(f), Section 13.2 (g) or Section 13.2(h) below; (c) any obligations or liabilities of, or act or omission by, Seller, any Seller Subsidiary, and any of their respective Affiliates involving or relating to the ownership, use or operation of the Excluded Assets; (d) the actions, suits, proceedings or other matters set forth in Schedule 13.1; (e) any Income Tax Liability or Franchise Tax Liability; (f) death or personal injury to Third Party individuals related to or arising out of the Seller’s ownership or operation of the Assets or any other assets excluded from the Conveyed Interests pursuant occurring prior to the terms hereof, including Effective Time; (g) Environmental Liabilities associated with respect to the transport or disposal or the arrangement for transport or disposal transportation, in violation of any Environmental Law, of any Hazardous Substances from the Excluded Assets operated by Seller or any Selling Subsidiary to any location not on the Assets or the exposure of any Person lands pooled or property to Hazardous Substances generated at or arising out of the operations of the Excluded Assets by Seller or any Selling Subsidiary unitized therewith and attributable to the period of Seller’s or any Selling Subsidiary’s ownership of the Excluded AssetsAssets and prior to Closing; or (h) any Gap Period Property/Personal Injury Losses.