Common use of Indemnity Regarding Access Clause in Contracts

Indemnity Regarding Access. PURCHASER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLERS, THE SELLER GROUP, THE OTHER OWNERS OF INTERESTS IN THE PROPERTIES, AND ALL SUCH PERSONS’ AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES), INCLUDING CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES ATTRIBUTABLE TO PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, ARISING OUT OF OR RELATING TO ACCESS TO THE ASSETS PRIOR TO CLOSING BY PURCHASER OR ANY MEMBER OF PURCHASER GROUP, EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PERSON.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Sanchez Energy Corp)

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Indemnity Regarding Access. PURCHASER BUYER AGREES TO PROTECT, INDEMNIFY, DEFEND DEFEND, RELEASE AND HOLD HARMLESS SELLERSSELLER, THE SELLER GROUP, THE OTHER OWNERS OF INTERESTS IN THE PROPERTIES, ITS AFFILIATES AND ALL SUCH PERSONS’ AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, ITS OFFICERS, EMPLOYEES, AGENTS PARTNERS, MEMBERS, MANAGERS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES), INCLUDING CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES ATTRIBUTABLE CLAIMS RELATED TO PERSONAL INJURYINJURIES, DEATH, OR PROPERTY DAMAGE, DAMAGE ARISING OUT OF OR RELATING TO ANY ACCESS TO TO, OR INVESTIGATION OR EXAMINATION OF, ANY OF THE ASSETS PRIOR TO CLOSING PROPERTIES BY PURCHASER BUYER, ITS OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR ANY MEMBER REPRESENTATIVES. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF PURCHASER GROUPACTION, EVEN IF CAUSED IN WHOLE LIABILITIES, DAMAGES, LOSSES, COSTS OR IN PART BY THE EXPENSES ARISE OUT OF (i) NEGLIGENCE (WHETHER SOLEINCLUDING SOLE NEGLIGENCE, JOINT SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR CONCURRENT)PASSIVE NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PERSON BUT EXCLUDING THE GROSS NEGLIGENCE PARTY, OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PERSON(ii) STRICT LIABILITY.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vanguard Natural Resources, LLC), Asset Purchase Agreement (Vanguard Natural Resources, LLC)

Indemnity Regarding Access. PURCHASER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLERSSELLER, AND EACH MEMBER OF THE SELLER GROUP, THE OTHER OWNERS OF INTERESTS IN THE PROPERTIES, AND ALL SUCH PERSONS’ AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES GROUP FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES), INCLUDING CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES ATTRIBUTABLE TO PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, ARISING OUT OF OR RELATING TO ACCESS TO THE ASSETS PRIOR TO CLOSING BY PURCHASER OR ANY MEMBER OF THE PURCHASER GROUPGROUP (EXCEPT AS SUCH MAY RESULT FROM THE MERE DISCOVERY OF AN ENVIRONMENTAL DEFECT), EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON PERSON, BUT EXCLUDING AS SUCH MAY RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PERSONMEMBER OF THE SELLER GROUP.

Appears in 1 contract

Samples: Purchase and Sale Agreement (National Fuel Gas Co)

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Indemnity Regarding Access. PURCHASER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLERSSELLER, THE SELLER GROUP, THE OTHER OWNERS OF INTERESTS IN THE PROPERTIES, AND ALL SUCH PERSONS’ AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES), INCLUDING CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES ATTRIBUTABLE TO PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, ARISING OUT OF OR RELATING TO ACCESS TO THE ASSETS PRIOR TO CLOSING BY PURCHASER OR ANY MEMBER OF PURCHASER PURCHASER’S GROUP, EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PERSON.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ultra Petroleum Corp)

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