Common use of Seller’s and Existing Operator’s Indemnification Clause in Contracts

Seller’s and Existing Operator’s Indemnification. Seller and Existing Operator will defend, protect, indemnify and hold Purchaser and its members, managers, partners, shareholders, trustees, directors, officers, employees, agents, successors and assigns harmless against and in respect of any and all liability, damage, loss, cost, and expenses (“Losses”) arising out of or otherwise in respect of: (a) any misrepresentation, breach of warranty, or non-fulfillment of any agreement or covenant made by Seller and/or Existing Operator in this Agreement; (b) the ownership and/or operation of the Facility prior to the Closing Date; and (c) any and all actions, suits, proceedings, audits, judgments, costs, and legal and other expenses incident to any of the foregoing or to the enforcement of this Section 11.1.

Seller’s and Existing Operator’s Indemnification. Seller and Existing Operator will defend, protect, indemnify and hold Purchaser and its members, managers, partners, shareholders, trustees, directors, officers, employees, agents, successors and assigns harmless against and in respect of any and all liability, damage, loss, cost, and expenses (“Losses”) arising out of or otherwise in respect of: (a) any misrepresentation, breach of warranty, or non-fulfillment of any agreement or covenant made by Seller and/or Existing Operator in this Agreement; (b) the ownership and/or operation of the Facility prior to the Closing Date; and (c) any and all actions, suits, proceedings, audits, judgments, costs, and legal and other expenses incident to any of the foregoing or to the enforcement of this Section 11.1.