Purchaser’s Indemnity of Seller. Purchaser hereby agrees to indemnify, defend and hold the Seller, its employees, agents, independent contractors and consultants (the “Indemnified Parties”) harmless from and against any losses, costs, damages, liabilities, claims, suits, actions, causes of action and expenses (including, without limitation, attorneys’ fees and court costs) actually suffered or actually incurred by the Seller (except that caused by the negligence or willful misconduct of the Seller) resulting from third party claims against Seller arising from or in connection with the failure of Purchaser to perform its obligations or covenants under Article 3 of this Agreement; provided, however, that Purchaser’s obligation to indemnify Seller under this Section 8.1 shall automatically terminate and be of no further force and effect upon the issuance of the Certificate of Substantial Completion. The provisions of the undertakings and indemnification set out in this Section 8.1 shall survive the Closing and/or termination of this Agreement until the issuance of such Certificate of Substantial Completion.
Purchaser’s Indemnity of Seller. At Closing and without further action or documentation, Purchaser and its Affiliate, Coastal Oil & Gas Corporation, shall indemnify and hold Seller and its officers, directors, and employees harmless from all claims arising out of Purchaser's Assumed Liabilities except for the gross negligence or willful misconduct on the part of Seller or an Affiliate of Seller.
Purchaser’s Indemnity of Seller. Subject to Section 3.2 and except for Seller’s limited indemnity of Purchaser contained in Section 9.2(f), and without diminishing the express provisions of this Article 9, it is the intent of Purchaser and Seller that, to the maximum extent allowed by law, Seller, Seller's Affiliates and their respective Representatives be indemnified, defended and held harmless by Purchaser at all times 41 upon and after Closing in a manner so that Seller and its Affiliates and their respective Representatives, will be protected as if Seller has never at any time owned, used or operated the Assets, Lands, Subject Properties or the Property or any interest therein or pertaining thereto, in whole or in part. If any provision in this Article 9 is invalid or not allowed by Law, it is deemed modified to the limited and minimum extent to conform to law to provide Seller, and Seller's Affiliates and their respective Representatives the greatest possible protection and benefit allowed by Law.
