Common use of Liability of Buyer Clause in Contracts

Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and (d) any Assumed Liabilities (collectively, clauses (c) and (d) above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and (d) any Assumed Liabilities (collectively, clauses (c) and (d) above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.and

Liability of Buyer. From and after the applicable Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any applicable Closing Document to be true and correct as of the applicable Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the applicable Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets Business or the ownership or operation of the Transferred Assets after the applicable Closing, and (d) any Assumed Liabilities (collectively, clauses (c) and (d) above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.