Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any Person arising from or related to: (i) Seller’s breach of any of its (A) Fundamental Representations or (B) other representations and warranties in this Agreement; (ii) Seller’s breach of any of its covenants and agreements in and under this Agreement; (iii) except to the extent Buyer is required to indemnify Seller pursuant to the provisions of Article 8, any and all of the obligations, liabilities and Claims, express or implied, known or unknown, with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; (iv) except to the extent Buyer is required to indemnify Seller pursuant to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time; (v) any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; (vi) the failure of Seller to properly pay when due all Taxes, royalties, overriding royalties, production payments, and working interest payments relating to the Assets and attributable to periods prior to the Effective Time; (vii) any and all of the obligations, liabilities and Claims, express or implied, known or unknown, with respect to the Retained Assets or the use, ownership or disposition of the Retained Assets without regard to the time period during which they are attributable, whether prior to, on or after the Effective Time under any theory of liability; (viii) any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings; (ix) the Retained Environmental Liabilities; and (x) without duplication, for Income Taxes attributable to the Assets prior to and through the Closing Date or arising in connection with the consummation of the transactions contemplated hereby; REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)(B) AND (ix) ABOVE SHALL APPLY ONLY FOR A PERIOD OF FIFTEEN (15) MONTHS FOLLOWING THE CLOSING DATE; FURTHER PROVIDED, HOWEVER, THAT THERE SHALL BE NO TERMINATION OF ANY BONA FIDE CLAIM REGARDING THE MATTERS COVERED BY SECTIONS 16.4(i)(B) AND (ix), WHICH ARE ASSERTED PURSUANT TO THIS AGREEMENT ON OR BEFORE FIFTEEN (15) MONTHS AFTER THE CLOSING DATE.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Magnum Hunter Resources Corp)
Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold harmless Buyer Group harmless from and against any and all Claims in favor of any Person arising from or related to:
(i) Seller’s breach of any of its (A) Fundamental Representations or (B) other representations and warranties in this Agreement;
(ii) Seller’s breach of any of its covenants and agreements in and under this Agreement;
(iii) except to the extent Buyer is required to indemnify Seller pursuant subject to the provisions of Article 8Section 16.2.2, any and all duties and obligations of the obligations, liabilities and ClaimsSeller, express or implied, known or unknown, with respect to the Assets, Assets or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority;
(iv) except to the extent Buyer is required to indemnify Seller pursuant subject to the provisions of Article 8Section 16.2.2, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time;
(v) subject to the provisions of Section 16.2.2, any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, to royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time;
(vi) the failure of Seller to properly pay when due all Taxes, royalties, overriding royalties, production payments, and and, whether as operator or non-operator of the Assets, its own working interest payments as billed to it by the operator, in each case to the extent relating to the Assets and attributable to periods prior to the Effective TimeTime with respect to the ownership or operation of the Assets;
(vii) any Claims arising directly or indirectly from the Retained Assets; provided, however, that Seller shall not be required to defend, indemnify or hold harmless Buyer Group from and all against any Claims in favor of the obligations, liabilities and Claims, express any Person arising from or implied, known or unknown, with respect related to the Retained Assets or the use, ownership or disposition of the Retained Assets without regard to the time period during which they are attributable, whether prior to, on or after the Effective Time under any theory of liability;NuLoch Participation Agreement; and
(viii) subject to the provisions of Section 16.2.2, any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings;
(ix) the Retained Environmental Liabilities; and
(x) without duplication, for Income Taxes attributable to the Assets prior to and through proceedings pending as of the Closing Date or arising in connection with the consummation of the transactions contemplated hereby; as to which Seller is a party, REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)(B16.4(i), (iii), (iv) AND (ixv) ABOVE SHALL APPLY ONLY FOR A PERIOD OF FIFTEEN (15) 15 MONTHS FOLLOWING THE CLOSING DATE; FURTHER PROVIDED, HOWEVEREXCEPT THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER (x) UNDER SECTION 16.4(i) FOR BREACH OF SECTIONS 5.1, THAT THERE SHALL BE NO TERMINATION OF ANY BONA FIDE CLAIM REGARDING 5.2, 5.5 AND 5.14. (THE MATTERS COVERED BY “FUNDAMENTAL REPRESENTATIONS”), (y) UNDER SECTIONS 16.4(i)(B16.4(ii), (vi), (vii) AND (ixviii) AND (z) FOR TAXES THAT ARE THE RESPONSIBILITY OF SELLER UNDER ARTICLE 12, SHALL IN EACH CASE SURVIVE INDEFINITELY. THEREAFTER, SUBJECT TO THE PRECEDING SENTENCE, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i), WHICH ARE ASSERTED PURSUANT TO THIS AGREEMENT ON OR BEFORE FIFTEEN (15iii), (iv) MONTHS AFTER THE CLOSING DATEAND (v).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Magnum Hunter Resources Corp)
Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold harmless Buyer Group harmless from and against any and all Claims in favor of any Person arising from or related to:
(i) Seller’s breach of any of its (A) Fundamental Representations or (B) other representations and warranties in this AgreementAgreement or in any agreements or instruments executed by Seller in connection herewith;
(ii) Seller’s breach of any of its covenants and agreements in and under this AgreementAgreement or in or under any agreements or instruments executed by Seller in connection herewith;
(iii) except to the extent Buyer is required to indemnify Seller pursuant subject to the provisions of Article 88 and Section 16.2.2, any and all duties and obligations of the obligations, liabilities and ClaimsSeller, express or implied, known or unknown, with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or to the extent otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority;
(iv) except to the extent Buyer is required to indemnify Seller pursuant subject to the provisions of Article 88 and Section 16.2.2, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before (or to the extent otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time;
(v) subject to the provisions of Article 8 and Section 16.2.2, any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (includingexcluding royalty, but not limited to, royalty tax and accounting Claims) or maintenance of any of the Assets, and arising or accruing before (or to the extent otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) to the Effective Time;
(vi) the failure of Seller Seller, in its capacity, if any, as operator of the Assets, to properly pay when due all Taxes, royalties, overriding royalties, production payments, and and, whether as operator or non-operator of the Assets, its own working interest payments as billed to it by the operator, in each case relating to the Assets and attributable to periods prior to the Effective TimeTime with respect to the ownership or operation of the Assets;
(vii) any and all of the obligations, liabilities and Claims, express Claims arising directly or implied, known or unknown, with respect to indirectly from the Retained Assets or the use, ownership or disposition of the Retained Assets without regard to the time period during which they are attributable, whether prior to, on or after the Effective Time under any theory of liabilityAssets;
(viii) subject to the provisions of Article 8 and Section 16.2.2, any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings;proceedings pending as of the Closing Date as to which Seller is a party, including, without limitation, those set forth in Schedule 5.7 but excluding those relating to the matters set forth on Schedule 5.20; and
(ix) any of the Retained following matters (provided, to the extent the Environmental LiabilitiesNotice described or referenced any such matters, Buyer Group shall not be entitled to any rights under this Section 16.4(ix) for such matters):
(A) damages, if any, payable to the landowner (or any other third party) referenced in item 1 of Schedule 5.20 in connection with the release of salt water at the North Xxxxx Madison Unit #4 Oil Battery, which release is more specifically described in such item 1, and performing any further remediation required in writing by any applicable Governmental Authority pursuant to Environmental Law to the extent attributable to such release;
(B) damages, if any, payable to the landowner (or any other third party) referenced in item 2 of Schedule 5.20 in connection with the release of oil and brine water near the Xxxxxx 1 well located in the Flaxton Field in Xxxxx County, North Dakota, which release is more specifically described in such item 2; and
(xC) without duplication, for Income Taxes attributable to overseeing the Assets prior to and through monitoring xxxxx Seller placed around the Closing Date or arising area excavated in connection with the consummation release of salt water at the transactions contemplated herebyMohall site, which release is more specifically described in item 3 of Schedule 5.20, and performing any further remediation required pursuant to Environmental Law to the extent attributable to such release; REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE- 49- MONTHS FOLLOWING THE CLOSING DATE AND (B) SECTIONS 16.4(i), IN WHOLE OR IN PART(iii), TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)(B(v) AND (ix) ABOVE SHALL APPLY ONLY FOR A PERIOD OF FIFTEEN TWELVE (1512) MONTHS FOLLOWING THE CLOSING DATE; FURTHER PROVIDED, HOWEVEREXCEPT THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER (x) UNDER SECTION 16.4(i) FOR BREACH OF SECTIONS 5.1, 5.2, 5.5, 5.14, 5.15 AND 5.16. (THE “FUNDAMENTAL REPRESENTATIONS”), (y) UNDER SECTIONS 16.4(ii), (vi), (vii) AND (viii) AND (z) FOR TAXES THAT THERE ARE THE RESPONSIBILITY OF SELLER UNDER ARTICLE 12, SHALL BE NO TERMINATION IN EACH CASE SURVIVE INDEFINITELY. THEREAFTER, SUBJECT TO THE PRECEDING SENTENCE, BUYER SHALL, PURSUANT TO SECTION 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER GROUP FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY BONA FIDE CLAIM REGARDING PERSON FOR PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE MATTERS COVERED BY USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i)(B16.4(i), (iii), (iv), (v) AND (ix). NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WHICH ARE ASSERTED PURSUANT IN THE EVENT THAT A CLAIM FOR INDEMNIFICATION IS TIMELY MADE WITHIN THE APPLICABLE SURVIVAL PERIOD SET FORTH ABOVE, SUCH SURVIVAL PERIOD SHALL BE EXTENDED (SOLELY WITH RESPECT TO THIS AGREEMENT ON OR BEFORE FIFTEEN (15SUCH CLAIM FOR INDEMNIFICATION TIMELY MADE WITHIN THE APPLICABLE SURVIVAL PERIOD SET FORTH ABOVE) MONTHS AFTER UNTIL THE CLOSING DATEFINAL RESOLUTION OF SUCH CLAIM.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Magnum Hunter Resources Corp)
Seller’s General Indemnity. Seller shall, upon Closing, defend, indemnify, release and hold harmless Buyer Group harmless from and against any and all Claims in favor of any Person arising from or related to:
(i) Seller’s breach of any of its (A) Fundamental Representations or (B) other representations and warranties in this AgreementAgreement or in any agreements or instruments executed by Seller in connection herewith;
(ii) Seller’s breach of any of its covenants and agreements in and under this AgreementAgreement or in or under any agreements or instruments executed by Seller in connection herewith;
(iii) except to the extent Buyer is required to indemnify Seller pursuant subject to the provisions of Article 88 and Section 16.2.2, any and all duties and obligations of the obligations, liabilities and ClaimsSeller, express or implied, known or unknown, with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or to the extent otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority;
(iv) except to the extent Buyer is required to indemnify Seller pursuant subject to the provisions of Article 88 and Section 16.2.2, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before (or to the extent otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time;
(v) subject to the provisions of Article 8 and Section 16.2.2, any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (includingexcluding royalty, but not limited to, royalty tax and accounting Claims) or maintenance of any of the Assets, and arising or accruing before (or to the extent otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) to the Effective Time;
(vi) the failure of Seller Seller, in its capacity, if any, as operator of the Assets, to properly pay when due all Taxes, royalties, overriding royalties, production payments, and and, whether as operator or non-operator of the Assets, its own working interest payments as billed to it by the operator, in each case relating to the Assets and attributable to periods prior to the Effective TimeTime with respect to the ownership or operation of the Assets;
(vii) any and all of the obligations, liabilities and Claims, express Claims arising directly or implied, known or unknown, with respect to indirectly from the Retained Assets or the use, ownership or disposition of the Retained Assets without regard to the time period during which they are attributable, whether prior to, on or after the Effective Time under any theory of liabilityAssets;
(viii) subject to the provisions of Article 8 and Section 16.2.2, any liability or obligation relating to any pending lawsuits, arbitrations or similar proceedings;proceedings pending as of the Closing Date as to which Seller is a party, including, without limitation, those set forth in Schedule 5.7 but excluding those relating to the matters set forth on Schedule 5.20; and
(ix) any of the Retained following matters (provided, to the extent the Environmental LiabilitiesNotice described or referenced any such matters, Buyer Group shall not be entitled to any rights under this Section 16.4(ix) for such matters):
(A) damages, if any, payable to the landowner (or any other third party) referenced in item 1 of Schedule 5.20 in connection with the release of salt water at the North Xxxxx Madison Unit #4 Oil Battery, which release is more specifically described in such item 1, and performing any further remediation required in writing by any applicable Governmental Authority pursuant to Environmental Law to the extent attributable to such release;
(B) damages, if any, payable to the landowner (or any other third party) referenced in item 2 of Schedule 5.20 in connection with the release of oil and brine water near the Xxxxxx 1 well located in the Flaxton Field in Xxxxx County, North Dakota, which release is more specifically described in such item 2; and
(xC) without duplication, for Income Taxes attributable to overseeing the Assets prior to and through monitoring xxxxx Seller placed around the Closing Date or arising area excavated in connection with the consummation release of salt water at the transactions contemplated herebyMohall site, which release is more specifically described in item 3 of Schedule 5.20, and performing any further remediation required pursuant to Environmental Law to the extent attributable to such release; REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF BUYER GROUP, SELLER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT OR CONCURRENT, EXCLUDING ANY SOLE OR SUCH CLAIMS TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER GROUP; PROVIDED, HOWEVER, THAT SELLER’S OBLIGATION TO INDEMNIFY BUYER PURSUANT TO SECTIONS 16.4(i)(B(A) AND (ixSECTION 16.4(iv) ABOVE SHALL APPLY ONLY FOR A PERIOD OF FIFTEEN TWENTY-ONE (1521) MONTHS FOLLOWING THE CLOSING DATE; FURTHER PROVIDED, HOWEVER, THAT THERE SHALL BE NO TERMINATION OF ANY BONA FIDE CLAIM REGARDING THE MATTERS COVERED BY SECTIONS 16.4(i)(B) DATE AND (ixB) SECTIONS 16.4(i), WHICH ARE ASSERTED PURSUANT TO THIS AGREEMENT ON OR BEFORE FIFTEEN (15iii), (v) MONTHS AFTER THE CLOSING DATE.AND
Appears in 1 contract
Samples: Purchase and Sale Agreement
