Common use of Seller’s Indemnification of Buyer Clause in Contracts

Seller’s Indemnification of Buyer. Except as otherwise provided herein and subject to the provisions of this Article XIII, from and after the Closing, Seller shall (i) indemnify and hold harmless, Buyer, its Affiliates and their respective directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and other Representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses, and (ii) defend, save and hold harmless, the Buyer Indemnified Parties from and against any and all Claims, in each case, to the extent caused by, arising from or incurred by: (a) Seller’s breach of any representation or warranty in this Agreement or the Closing Documents; provided, however, that Seller shall not have any liability under this clause (a) for (i) any breach of a representation or warranty contained in the Commercial Agreements, or (ii) any breach of a representation or warranty contained in this Agreement or the Closing Documents if Buyer had Knowledge of such breach at the time of Closing and failed to notify Seller in writing of such breach prior to the Closing; (b) Seller’s breach of or failure to perform any covenant or agreement in this Agreement (excluding Section 2.03(b) which is addressed in Section 13.02(d) below) or the Closing Documents (excluding the Commercial Agreements); (c) any Property Taxes that are the responsibility of Seller Companies pursuant to Section 14.02; and (d) the Retained Liabilities but excluding such Losses to the extent caused by the post-Closing acts or omissions of the Buyer Indemnified Parties or their contractors, licensees and invitees.

Seller’s Indemnification of Buyer. Except as otherwise provided herein and subject Subject to the provisions terms of this Article XIIIand the indemnification obligations contained in the Management Agreement, Seller shall indemnify and hold harmless Buyer; its officers; directors; members; employees; representatives; agents; successors and assigns; and the employees, representatives, agents, successors and assigns of such members forever, from and after the Closing, Seller shall against all Losses and interest thereon which arise from or in connection with (i) indemnify and hold harmless, Buyer, its Affiliates and their respective directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and other Representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and all LossesPre-Effective Date Liabilities, and (ii) defend, save and hold harmless, the Buyer Indemnified Parties from and against any and all Claims, in each case, to the extent caused by, arising from or incurred by: (a) Seller’s 's breach of any representation or warranty its representations, warranties and covenants in this Agreement regardless of Seller's knowledge if such representations or warranties are knowledge qualified, provided that the Closing Documents; provided, however, that Seller shall not have any liability under matters contemplated in this clause (aii) for (i) any breach of a representation or warranty contained shall not apply to the representations set forth in Section 7.6. Buyer and Seller shall cooperate fully and consult in good faith with each other in the Commercial Agreements, or (ii) litigation of any breach of a representation or warranty contained matter identified in this Agreement or the Closing Documents if Buyer had Knowledge of such breach at the time of Closing and failed to notify Seller in writing of such breach prior to the Closing; (b) Seller’s breach of or failure to perform Section 14.2. Notwithstanding any covenant or agreement in this Agreement (excluding Section 2.03(b) which is addressed in Section 13.02(d) below) or the Closing Documents (excluding the Commercial Agreements); (c) any Property Taxes that are the responsibility of Seller Companies pursuant to Section 14.02; and (d) the Retained Liabilities but excluding such Losses to the extent caused by the post-Closing acts or omissions of the foregoing provisions of this Section 14.2, Buyer Indemnified Parties or their contractors, licensees and inviteesshall be entitled to payment for matters indemnified under this Section 14.2 only after a court of competent jurisdiction makes a final determination regarding the matter litigated; provided that such payment shall cover only Losses incurred by Buyer which have not been remedied by Seller under the escrow provisions of Section 8.3 above and/or the overpayment provisions of Section 12.8 above.

Seller’s Indemnification of Buyer. Except as otherwise provided herein Seller shall indemnify and subject to the provisions of this Article XIIIhold harmless Buyer, its officers, directors, members, employees, representatives, agents, successors and assigns, forever, from and after the Closing, Seller shall against all Losses and interest thereon which arise from or in connection with (i) indemnify and hold harmlessthe Pre-Effective Date Liabilities, Buyer, its Affiliates and their respective directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and other Representatives and each of the heirs, executors, successors and permitted assigns (ii) breach by Seller of any of the foregoing (collectivelyits representations, the “Buyer Indemnified Parties”) from warranties or covenants in this Agreement regardless of Seller's knowledge if such representations and against any and all Losseswarranties are knowledge qualified, and (ii) defend, save and hold harmless, the Buyer Indemnified Parties from and against any and all Claims, in each case, to the extent caused by, arising from or incurred by: (a) Seller’s breach of any representation or warranty in this Agreement or the Closing Documents; provided, however, that Seller shall not have any liability under this clause (a) for (iiii) any breach of a representation event, condition or warranty contained matter, including Environmental Matters, occurring or in the Commercial Agreements, existence on or (ii) any breach of a representation or warranty contained in this Agreement or the Closing Documents if Buyer had Knowledge of such breach at the time of Closing and failed to notify Seller in writing of such breach prior to the Closing; (b) Seller’s breach of Closing Date in connection with the ownership or failure to perform any covenant or agreement in this Agreement (excluding Section 2.03(b) which is addressed in Section 13.02(d) below) or the Closing Documents (excluding the Commercial Agreements); (c) any Property Taxes that are the responsibility of Seller Companies pursuant to Section 14.02; and (d) the Retained Liabilities but excluding such Losses to the extent caused by the post-Closing acts or omissions operation of the Buyer Indemnified Parties or their contractorsAssets. THIS INDEMNITY SHALL INCLUDE ANY LOSSES ARISING OUT OF THE SOLE, licensees and inviteesJOINT, CONCURRENT OR SUCCESSIVE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, AND TO ANY LOSSES INCURRED BY ANY INDEMNIFIED PARTY AS A RESULT OF ANY STATUTE, RULE, REGULATION OR THEORY OF STRICT LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.2, THIS SECTION 14.2 SHALL NOT APPLY TO BREACH OF ANY REPRESENTATION OR WARRANTY FOR WHICH AN EXCLUSIVE REMEDY IS EXPRESSLY SET FORTH IN SECTION 12.3 OR 12.4 OF THIS AGREEMENT OR SECTION 4.8 OF THE ASSIGNMENT.

Seller’s Indemnification of Buyer. Except as otherwise provided herein and subject to the provisions of this Article XIII, from and after the Closing, Seller shall (i) indemnify indemnify, defend, save and hold harmless, Buyer, its Affiliates and their respective directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and other Representatives representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses, Claims and (ii) defend, save and hold harmless, the Buyer Indemnified Parties from and against any and all Claims, in each case, Losses to the extent caused by, arising from or incurred byin connection with or relate to: (a) Seller’s breach of any representation or warranty in this Agreement or the Closing DocumentsDocuments (excluding the Commercial Agreements and excluding Section 4.15 which is addressed in Schedule 15.01); provided, however, that Seller shall not have any liability under this clause (a) for (i) any breach of a representation or warranty contained in the Commercial Agreements, or (ii) any breach of a representation or warranty contained in this Agreement or the Closing Documents if Buyer had Knowledge of such breach at the time of Closing and failed to notify Seller in writing of such breach prior to the Closing; (b) Seller’s breach of or failure to perform any covenant or agreement in this Agreement (excluding Section 2.03(b2.03(c) which is addressed in Section 13.02(dsubsection (c) below) or the Closing Documents (excluding the Commercial Agreements); (c) the Retained Liabilities; (d) any failure by Seller to comply with the provisions, if any, of state or local bulk sales laws; and. (e) a third party (other than an Affiliate of a Party) alleging that the exercise of rights granted under the Intellectual Property Taxes that are License Agreement or the responsibility Shell Software License Agreement is an infringement of Seller Companies pursuant to Section 14.02the intellectual property rights of such third party; and (df) the Retained Liabilities but excluding such Losses to the extent caused by the post-Closing acts or omissions of the Buyer Indemnified Parties or their contractors, licensees Seller’s obligations under Section 2.06(b) and inviteesSection 7.12.

Seller’s Indemnification of Buyer. Except as otherwise provided herein and subject to the provisions of this Article XIII8, from and after the Closing, Closing Date Seller shall (i) indemnify indemnify, defend, save and hold harmless, harmless Buyer, its Affiliates and their respective directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and other Representatives representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses, and (ii) defend, save and hold harmless, the Buyer Indemnified Parties from and against Losses of any and all Claims, in each case, to the extent kind which are caused by, arising from arise from, are incurred in connection with or incurred byrelate in any way to: (a) the Excluded Liabilities provided, however, that the provisions of Sections 8.11 and 8.12 shall not apply to or take into account Excluded Liabilities; (b) Seller’s breach of: (i) any covenant or agreement in this Agreement requiring performance by Seller on or after the Closing Date, or failure to perform same, provided, however, that with respect to breaches of Sections 2.4(b), 2.7, 3.5, 5.1(c)(iii), 5.1(e), 5.1(f) and 5.3(b)(i)(B) the provisions of Section 8.11 shall not apply; or (ii) any representation or warranty made by Seller in this Agreement which survives the Closing, provided, however, that for the purpose of this Article 8, no occurrence relating to Seller’s representation in Section 4.1(o) shall be deemed to be material or have a material adverse effect on the Closing DocumentsRangeland Business Unit unless such effect or adverse effect exceeds five million dollars ($5,000,000); or (c) subject to the limitations set forth in Section 8.13, Rights-of-Way Losses; provided, however, that that: (d) Seller shall not have any liability under this clause (aSection 8.2(b) for (i) any breach of a representation or warranty contained in the Commercial Agreements, or (ii) any breach of a representation or warranty contained in this Agreement or the Closing Documents other agreements contemplated hereby if Buyer had Knowledge knowledge of such breach at the time of Closing and failed to notify Seller in writing of such breach prior to the Closing; (b) Seller’s breach in accordance with Section 5.3(c), and no Losses caused by, arising from, incurred in connection with or related in any way thereto shall be aggregated for purposes of or failure to perform any covenant or agreement in this Agreement (excluding Section 2.03(b) which is addressed in Section 13.02(d) below) or the Closing Documents (excluding the Commercial Agreements); (c) any Property Taxes that are the responsibility of Seller Companies pursuant to Section 14.028.11; and (de) in calculating Losses that are caused by, arise from, are incurred in connection with or relate in any way to Section 8.2(b)(ii) for all purposes under this Article 8, all such representations and warranties that contain the Retained Liabilities but excluding such Losses to word “material” or the extent caused by the post-Closing acts phrase “material adverse” shall be read as if they did not contain that word or omissions of the Buyer Indemnified Parties or their contractors, licensees and inviteesphrase.

Seller’s Indemnification of Buyer. Except as otherwise provided herein and subject to the provisions of this Article XIIIARTICLE XIV, from and after the Closing, Seller shall (i) indemnify and hold harmless, Buyer, its Affiliates and their respective directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and other Representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses, and (ii) defend, save and hold harmless, the Buyer Indemnified Parties from and against any and all Claims, in each case, to the extent caused by, arising from or incurred by: (a) Seller’s breach of any representation or warranty in this Agreement or the Closing Documents; provided, however, that Seller shall not have any liability under this clause (a) for (i) any breach of a representation or warranty contained in the Commercial Agreements, or (ii) any breach of a representation or warranty contained in this Agreement or the Closing Documents if Buyer had Knowledge of such breach at the time of Closing and failed to notify Seller in writing of such breach prior to the Closing; (b) Seller’s breach of or failure to perform any covenant or agreement in this Agreement (excluding Section 2.03(b) ), which is addressed in Section 13.02(d14.02(d) below) or the Closing Documents (excluding the Commercial Agreements); (c) any Property Taxes that are the responsibility of Seller Companies pursuant to Section 14.0215.02; and (d) the Retained Liabilities; provided, however, that Seller’s obligations with respect to Retained HSE Liabilities but excluding such Losses to the extent caused by the post-Closing acts or omissions and its percentage of the Buyer Indemnified Parties or their contractors, licensees and inviteesShared HSE Liabilities shall be governed by ARTICLE XI.

Seller’s Indemnification of Buyer. Except as otherwise provided herein and subject to the provisions of this Article XIII, from From and after the ClosingClosing Date, Seller CHSI shall (i) indemnify indemnify, defend, save and hold harmless, harmless Buyer, its Affiliates affiliates and each of their respective directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors members and other Representatives partners and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “"Buyer Indemnified Parties”") from and against any and all LossesLosses of any kind arising out of or resulting from: (i) the ownership or operation of the Senior Living Assets, and Purchased Assets or the Shares prior to the Closing Date, including, without limitation, liabilities of the Heartlands Entities arising prior to the Closing Date (other than Assumed Liabilities); and (ii) defend, save and hold harmless, the Buyer Indemnified Parties from and against any and all Claims, in each case, to the extent caused by, arising from or incurred by: (aA) Seller’s 's breach of or failure to perform any covenant or agreement in this Agreement requiring performance by Seller on or after the Closing Date; or (B) Seller's breach of any representation or warranty in this Agreement or that survives the Closing DocumentsClosing; provided, however, that Seller (1) no Buyer Indemnified Party shall not have any liability claim under this clause (aii)(B) above for (i) any breach of a representation or warranty contained in the Commercial Agreements, or (ii) any breach of a representation or warranty contained in this Agreement or the Closing Documents other agreements contemplated hereby if Buyer had Knowledge actual knowledge of such breach at the time of the Closing and failed to notify Seller in writing of such breach prior in accordance with Section 10(b)(ii); (2) Seller shall not have any liability whatsoever to the Closing; (b) Seller’s breach extent that a Buyer Indemnified Party had otherwise been compensated for such matter as an adjustment to the Purchase Price pursuant to the terms of or failure to perform any covenant or agreement in this Agreement (excluding other than this Section 2.03(b16(a)); or (3) which is addressed Seller shall have no liability whatsoever for or in Section 13.02(d) belowrespect of any condition or defect that was discovered by Buyer during the Diligence Period where the cost to remedy or repair was not subject to a Purchase Price adjustment because of the terms of Sections 5(a) or the Closing Documents (excluding the Commercial Agreementsb); (c) any Property Taxes that are the responsibility of Seller Companies pursuant to Section 14.02; and (d) the Retained Liabilities but excluding such Losses to the extent caused by the post-Closing acts or omissions of the Buyer Indemnified Parties or their contractors, licensees and invitees.

Seller’s Indemnification of Buyer. Except as otherwise provided herein and After the Closing, subject to the provisions of this Article XIII, from and after the Closinglimitations set forth herein, Seller shall (i) indemnify defend, indemnify, save and hold harmless, harmless Buyer, its Affiliates affiliates and their Buyer’s and such affiliates’ respective officers, directors, officersshareholders, members, managers, partners, employees, shareholdersrepresentatives, partners, counsel, auditors, accountants, agents, advisors attorneys and other Representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing agents (collectively, the “Buyer Indemnified Parties”) ), from and against all Losses (except for (x) matters expressly disclosed in filings recorded in the public records in Midland County, Texas, prior to the Execution Date, (y) matters of which Xxxxx has actual knowledge prior to the Execution Date or (z) matters expressly disclosed in the Leases, other Contracts, or any and all Losses, and title opinions received by Buyer prior to the Closing Date) which arise from or in connection with: (iii) defend, save and hold harmless, any breach of the Buyer Indemnified Parties from and against any and all Claims, representations or warranties made by Seller in each case, this Agreement to the extent caused by, arising from or incurred by: (a) Seller’s breach a claim of any representation or warranty in this Agreement or the Closing Documentsa third party that is not a Buyer Indemnified Party; provided, however, that Seller in the event of a breach of the representations and warranties set forth in Section 5.9, such indemnification obligation shall not have also apply to Losses suffered directly by any liability Buyer Indemnified Party in addition to any third party claim; provided, further, for purposes of the interpretation of the indemnity under this clause (a) for (i) any breach of a representation ), Seller’s representations and warranties qualified by “material” or warranty contained in materiality generally shall be deemed to have been made without the Commercial Agreements, “material” or materiality qualification; (ii) breaches by Seller of its covenants and agreements under this Agreement; and (iii) any breach of a representation liabilities or warranty contained in this Agreement obligations associated with or arising from the Closing Documents if Buyer had Knowledge of such breach at the time of Closing and failed to notify Seller in writing of such breach Assets prior to the Closing; (b) Seller’s breach of or failure to perform any covenant or agreement in this Agreement (excluding Section 2.03(b) which is addressed in Section 13.02(d) below) or the Closing Documents (excluding the Commercial Agreements); (c) any Property Taxes that are the responsibility of Seller Companies pursuant to Section 14.02; and (d) the Retained Liabilities but excluding such Losses to the extent caused by the post-Closing acts or omissions of the Buyer Indemnified Parties or their contractors, licensees and inviteesEffective Time.

Seller’s Indemnification of Buyer. Except as otherwise provided herein (including, but not limited to, the environmental indemnification provisions of Section 16(c)) and subject to the provisions of this Article XIIISection 16, from and after the ClosingClosing Date, Seller shall (i) indemnify indemnify, defend, save and hold harmless, Buyer, its Affiliates affiliates and their respective directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and other Representatives representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “"Buyer Indemnified Parties”) Party"), from and against any and all LossesLosses of any kind which are caused by, and arise from, are incurred in connection with or relate in any way to: (i) the Excluded Liabilities (other than any Excluded Liabilities which constitute Environmental Liabilities, which are covered in Section 16(c) below); (ii) defend, save and hold harmless, the Buyer Indemnified Parties from and against any and all Claims, in each case, to the extent caused by, arising from or incurred by: (aA) Seller’s 's breach of or failure to perform any covenant or agreement in this Agreement requiring performance by Seller on or after the Closing Date; or (B) Seller's breach of any representation or warranty in this Agreement (other than the representations and warranties in Section 7, which are covered in Section 16(c) below) which survives the Closing; or (iii) any failure by Seller to comply with the provisions, if any, of state or the Closing Documentslocal bulk sales laws; provided, however, that Seller shall not have any liability under this clause (a) for (i) any breach of a representation or warranty contained in the Commercial Agreements, or (ii) above for any breach of a representation or warranty contained in this Agreement or the Closing Documents other agreements contemplated hereby if Buyer had Knowledge knowledge of such breach at the time of Closing and failed to notify Seller in writing of such breach prior to the Closing; (b) Seller’s breach in accordance with Section 10(b)(ii), and no Losses caused by, arising from, incurred in connection with or related in any way thereto shall be aggregated for purposes of or failure to perform any covenant or agreement in this Agreement (excluding Section 2.03(b) which is addressed in Section 13.02(d) below) or the Closing Documents (excluding the Commercial Agreements16(j); (c) any Property Taxes that are the responsibility of Seller Companies pursuant to Section 14.02; and (d) the Retained Liabilities but excluding such Losses to the extent caused by the post-Closing acts or omissions of the Buyer Indemnified Parties or their contractors, licensees and invitees.