Common use of Indemnities of SM Clause in Contracts

Indemnities of SM. Effective as of the Closing, subject to the limitations set forth in Section 13.4 and otherwise contained in this Article XIII, SM is responsible for, shall pay on a current basis and agrees to defend, indemnify and hold harmless each Buyer and its Affiliates, and all of its and their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Buyer Indemnified Parties”) from and against any and all Liabilities, arising from, based upon, related to or associated with: (a) any breach by SM of its representations or warranties contained in Article III or as certified to in the certificate delivered at Closing by SM in accordance with Section 11.3(h); (b) any breach by SM of its covenants and agreements contained in this Agreement or as certified to in the certificate delivered at Closing by SM in accordance with Section 11.3(h); (c) the Retained Obligations; (d) attributable to the disposal or transportation of any Hazardous Substances from the Assets attributable to the period of SM’s or its Affiliates’ ownership of the Assets and prior to the Execution Date, to any location not on the Assets or lands pooled or unitized therewith; (e) attributable to claims for bodily injury, illness or death arising out of, incident to or in connection with SM’s ownership or operation of the Assets prior to the Execution Date; (f) attributable to xxxxx on the Assets that were permanently abandoned by SM prior to the Closing Date; or (g) attributable to amounts payable to any Affiliate of SM with respect to the Assets related to periods prior to Closing.

Indemnities of SM. Effective as of the Closing, subject to the limitations set forth in Section 13.4 10.4 and otherwise contained in this Article XIIIX, SM is responsible for, shall pay on a current basis and agrees to defend, indemnify and hold harmless each Buyer Mitsui and its Affiliates, and all of its and their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Buyer Mitsui Indemnified Parties”) from and against any and all Liabilities, arising from, based upon, related to or associated with: (a) any breach by SM of its representations or warranties contained in Article III or as certified to in the certificate delivered at Closing by SM in accordance with Section 11.3(h)I; (b) any breach by SM of its covenants and agreements contained in this Agreement or as certified to in the certificate delivered at Closing by SM in accordance with Section 11.3(h)Acquisition Annex; (c) the Retained Obligations; (d) attributable to the disposal of any Hazardous Substances at, or the transportation of any Hazardous Substances from the Assets attributable to to, in each case during the period of SM’s time in which SM owned the Conveyed Interests up to the Effective Time, any property that is not a Conveyed Interest or its Affiliates’ any properties pooled or unitized with any Conveyed Interest, where such Hazardous Substances arose out of or in connection with or were incident to the ownership or operation of the Assets and Conveyed Interests prior to the Execution Date, to any location not on the Assets or lands pooled or unitized therewithEffective Time; (e) attributable to claims for bodily injury, illness or death accruing during the period of time in which SM owned the Conveyed Interests up to the Effective Time and arising out of, incident to or in connection with SM’s the ownership or operation of the Assets Conveyed Interests prior to the Execution DateEffective Time; (f) attributable to xxxxx Xxxxx on the Assets Properties (i) in which SM participated and (ii) that were permanently abandoned by SM prior to the Closing Date; orEffective Time; (g) attributable to amounts payable to any Affiliate of SM with respect to the Assets related to periods Conveyed Interests and the period prior to ClosingEffective Time; (h) attributable to claims that SM failed to pay properly any royalties (including shut-in royalties and minimum royalties) owing with respect to SM’s share of Hydrocarbon production from the Properties prior to the Effective Time; or (i) attributable to fines or civil, criminal or other penalties levied by a Governmental Authority for violation of Laws by (A) SM with respect to the Conveyed Interests, or (B) a Third Party Operator to the extent and only to the extent for which the owner of the Conveyed Interests is liable therefor under the Applicable Operating Agreement, and, in each case, which occurred prior to the Effective Time.

Indemnities of SM. Effective as of the Closing, subject to the limitations set forth in Section 13.4 10.4 and otherwise contained in this Article XIIIX, SM is responsible for, shall pay on a current basis and agrees to defend, indemnify and hold harmless each Buyer Mitsui and its Affiliates, and all of its and their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Buyer Mitsui Indemnified Parties”) from and against any and all Liabilities, arising from, based upon, related to or associated with: (a) any breach by SM of its representations or warranties contained in Article III or as certified to in the certificate delivered at Closing by SM in accordance with Section 11.3(h)I; (b) any breach by SM of its covenants and agreements contained in this Agreement or as certified to in the certificate delivered at Closing by SM in accordance with Section 11.3(h)Acquisition Annex; (c) the Retained Obligations; (d) attributable to the disposal of any Hazardous Substances at, or the transportation of any Hazardous Substances from the Assets attributable to to, in each case during the period of SM’s time in which SM owned the Conveyed Interests up to the Effective Time, any property that is not a Conveyed Interest or its Affiliates’ any properties pooled or unitized with any Conveyed Interest, where such Hazardous Substances arose out of or in connection with or were incident to the ownership or operation of the Assets and Conveyed Interests prior to the Execution Date, to any location not on the Assets or lands pooled or unitized therewithEffective Time; (e) attributable to claims for bodily injury, illness or death accruing during the period of time in which SM owned the Conveyed Interests up to the Effective Time and arising out of, incident to or in connection with SM’s the ownership or operation of the Assets Conveyed Interests prior to the Execution DateEffective Time; (f) attributable to xxxxx Xxxxx on the Assets Properties (i) in which SM participated and (ii) that were permanently abandoned by SM prior to the Closing Date; orEffective Time; (g) attributable to amounts payable to any Affiliate of SM with respect to the Assets related to periods Conveyed Interests and the period prior to Closing.Effective Time; (h) attributable to claims that SM failed to pay properly any royalties (including shut-in royalties and minimum royalties) owing with respect to SM’s share of Hydrocarbon production from the Properties prior to the Effective Time; or (i) attributable to fines or civil, criminal or other penalties levied by a Governmental Authority for violation of Laws by (A) SM with respect to the Conveyed Interests, or (B) a Third Party Operator to the extent and only to the extent for which the owner of the