Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Delta Petroleum Corp/Co), Purchase and Sale Agreement (New Frontier Energy Inc), Purchase and Sale Agreement (Delta Petroleum Corp/Co)
Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any material breach of any representation or warranty made by Seller, (iii) any matter for which Seller has agreed to indemnify Buyer under this Agreement Agreement, and (iiiiv) any material breach by Seller of any of Seller’s representations, warranties or covenants hereunderthis Agreement.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Berry Petroleum Co), Purchase and Sale Agreement (Williams Companies Inc), Purchase and Sale Agreement (Bill Barrett Corp)
Seller’s Indemnification of Buyer. Seller assumes Sellers assume all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller Sellers has agreed to indemnify Buyer under this Agreement Agreement, and (iii) any breach by Seller Sellers of any of Seller’s representations, warranties or covenants hereunderthis Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Arete Industries Inc), Purchase and Sale Agreement (Arete Industries Inc)
Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its members, officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) the Excluded Assets, (iii) any breach by Seller of this Agreement and (iv) any other matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunderAgreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Ausam Energy Corp), Purchase and Sale Agreement (Ausam Energy Corp)
Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement Agreement, and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunderthis Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Petroleum Development Corp), Purchase and Sale Agreement (Petroleum Development Corp)
Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Seller’s Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and breach of any representation or warranty made by Seller, (iii) any breach by Seller of their special warranty of title for the Assets contained in any conveyance, and (iv) any breach by Seller of Seller’s representations, warranties or covenants hereunderthis Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Teton Energy Corp), Purchase and Sale Agreement (PetroHunter Energy Corp)
Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, Liabilities (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement Agreement, and (iii) any breach of representations, warranties, covenants, or agreements by Seller of any of Seller’s representations, warranties or covenants hereunderunder this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Western Gas Partners LP)
Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Pre-Effective Time Liabilities, (ii) any breach of any representation or warranty made by Seller, (iii) any matter for which Seller has agreed to indemnify Buyer under this Agreement Agreement, and (iiiiv) any breach by Seller of any of Seller’s representations, warranties or covenants hereunderthis Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (New Frontier Energy Inc)
Seller’s Indemnification of Buyer. (a) Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, agrees to indemnify, and save and hold harmless and defend Buyer, its parent, subsidiaries and affiliated companies, employees, officers, directors, employees and agentsagents and each of their predecessors, from successors, and assigns, as well as the buyers, and users of its goods, against all Losses which arise directly lawsuits, damages, losses, claims, liabilities, fines, judgments, settlements or indirectly from or in connection with (penalties, including all attorney's fees and litigation costs, for i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.claims
Appears in 1 contract
Samples: Purchase Order
Seller’s Indemnification of Buyer. Seller assumes all riskshall indemnify, liability, obligation and Losses in connection with, and shall defend, indemnify, and save protect and hold harmless Buyer, its officersmembers, directorsemployees, employees managers, and agentsagents harmless for, from and against any and all Losses which arise directly causes of action, claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and court costs, arising out of or indirectly from related to any and all matters first occurring or in connection liabilities first arising or accruing before the Close of Escrow with (i) respect to the Retained LiabilitiesProperty, (ii) any matter except for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach such matters as may have been caused by Seller the act or omission of any of Seller’s representations, warranties or covenants hereunderBuyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Diversified Real Estate Trust, Inc.)
Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, Liabilities and (ii) any matter for which Seller has agreed subject to indemnify Buyer under this Agreement the time limitations in Section 15.13 on survival of representations and (iii) warranties, any breach by Seller of any of Seller’s representations, warranties or covenants hereunderthis Agreement.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Infinity Energy Resources, Inc)
Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its partners, officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under elsewhere in this Agreement Agreement, and (iii) any breach by Seller of any of Seller’s its representations, warranties or covenants hereunderunder this Agreement.
Appears in 1 contract
Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save agrees to indemnify and hold harmless Buyer, its officersaffiliates and their respective agents, directorssuccessors, employees assigns and agentsemployees, from and against any and all Losses which arise directly or indirectly from losses, costs, damages, and expenses arising out of or in connection any way connected with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, its representations and warranties or covenants hereunderset forth in Section 2 hereof.
Appears in 1 contract
Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against any and all Losses which arise and causes of action, liabilities and expenses relating to, or arising out of, or connected , directly or indirectly from indirectly, with the ownership or in connection with (i) operation of the Retained LiabilitiesAssets, (ii) or any matter for which Seller has agreed part thereof, pertaining to indemnify Buyer under the period prior to the Effective Time., including any breach of this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.
Appears in 1 contract
Seller’s Indemnification of Buyer. Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s 's representations, warranties or covenants hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Empire Petroleum Corp)