Seller’s Indemnity Obligation. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.3, this Article XI and otherwise herein, Seller and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Buyer and its affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all Liabilities arising out of, resulting from, based on, associated with, or relating to:
(a) any breach by Seller of Seller’s representations and warranties set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii);
(b) any breach by Seller of Seller’s covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(b)(iii);
(c) any and all Seller Taxes;
(d) the Excluded Assets; and
(e) the Retained Liabilities, provided that Seller shall have no obligation to provide indemnification for Liabilities arising from any Retained Liability for which Buyer has not provided written notice to Seller prior to the expiration of the applicable survival period as set forth in Section 4.3(e), after which time such Retained Liability shall become an Assumed Liability for all purposes hereunder.
Seller’s Indemnity Obligation. Seller shall, subject to the limitations set forth below, release Buyer from and shall fully protect, indemnify and defend Buyer, its officers, agents, employees and Affiliates and hold them harmless from and against any and all Claims relating to, arising out of, or connected, directly or indirectly, with the ownership or operation of the Properties, or any part thereof, pertaining to the period of time prior to the Closing Date; including without limitation, Claims relating to (a) injury or death of any person or persons whomsoever, (b) damages to or loss of any property or resources, (c) common law causes of action such as negligence, gross negligence, strict liability, nuisance or trespass, or (d) fault imposed by statute, rule, regulation or otherwise. BY EXECUTING THIS AGREEMENT, SELLER EXPRESSLY AGREES PURSUANT TO THIS SECTION 8.2 TO RELEASE AND INDEMNIFY AND HOLD HARMLESS BUYER, BUYER’S OFFICERS, AGENTS, EMPLOYEES AND AFFILIATES FROM AND AGAINST THE CONSEQUENCES OF EACH SUCH INDEMNITEE’S OWN NEGLIGENCE (WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, AND WHETHER SUCH NEGLIGENCE IS THE SOLE PROXIMATE CAUSE OR A PROXIMATE CAUSE JOINTLY AND CONCURRENTLY WITH THE NEGLIGENCE OF SELLER OR OTHERS).
Seller’s Indemnity Obligation. (a) Seller agrees that Seller will indemnify and hold Purchaser harmless in respect of the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) incurred or suffered by Purchaser (collectively the "Indemnifiable Damages of Purchaser"), (i) as a result of breach of any warranty or representation made by Seller pursuant to this Agreement or (ii) resulting from any default in the performance of any covenant or agreement made by the Seller pursuant to this Agreement. Seller shall not be required to indemnify Purchaser until the aggregate amount of Indemnifiable Damages of Purchaser exceeds $10,000.
(b) The obligation of Seller to indemnify Purchaser for Indemnifiable Damages of Purchaser shall be subject to the condition that Seller shall have received a written declaration of Purchaser requesting indemnification, specifying the basis on which indemnification is sought, and specifying the amount of the Indemnifiable Damages of Purchaser (an "Indemnification Claim") within six (6) months after the Closing Date. Seller shall not be liable for damages in excess of the actual damages suffered by Purchaser as a result of the act or omission for which indemnification is claimed, net of any insurance proceeds received by Seller or tax benefits realized by Seller as a result of the Indemnifiable Damages of Purchaser. Seller's maximum liability for indemnification hereunder shall not exceed the Purchase Price.
(c) Purchaser's sole remedy for a breach of any representation or warranty hereunder or Seller's default in the performance of any covenant or agreement hereunder shall be indemnification. For purposes of providing a means by which the Seller's obligation to indemnify the Purchaser may be satisfied, the Seller agrees that Purchaser shall have the right to set off the amount of Indemnifiable Damages of Purchaser against amounts owed to Seller.
(d) The Seller shall have a period of forty-five (45) days from the date it receives an Indemnification Claim to give notice of its intention to dispute each claim. If the Seller notifies the Purchaser in writing within such 45-day period of its intention to dispute such Indemnification Claim and if such dispute is not resolved within thirty (30) days after the date of such notice given by the Seller, then such dispute shall be resolved by an arbitrator mutually satisfactory to Purchaser and Seller. If Purchaser and Seller are unable to agree on a single...
Seller’s Indemnity Obligation. Effective from and after the Closing Date Seller shall DEFEND, INDEMNIFY and HOLD HARMLESS Buyer Group from and against any and all Claims arising out of, resulting from, or relating to:
(a) any breach by Seller of Seller’s representations or warranties set forth in Article 5 of this Agreement;
(b) any breach by Seller of Seller’s covenants set forth in this Agreement;
(c) the ownership or operation of the Excluded Assets; and
(d) the Retained Liabilities.
Seller’s Indemnity Obligation. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.4 and otherwise herein, Seller and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS each of Buyer and Parent and their respective Affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Buyer or any of its Affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all Liabilities arising out of, resulting from, based on, associated with or relating to:
(a) any breach by Seller of Seller’s representations, warranties or covenants set forth in this Agreement; and
(b) the Indemnified Excluded Liabilities. In no event shall Seller have any obligation to provide indemnification for any matters to the extent accounted for in the Preliminary Settlement Statement or the Final Settlement Statement.
Seller’s Indemnity Obligation. If Closing shall occur, then effective from and after the Closing Date, and subject to the limitations set forth in Section 4.4, Seller shall DEFEND, INDEMNIFY and HOLD HARMLESS Buyer Group from and against any and all Claims arising out of, resulting from, or relating to:
(a) any breach by Seller of Seller’s representations, warranties or covenants set forth in this Agreement;
(b) the ownership, use or operation of the Excluded Assets; and
(c) the Retained Liabilities. In no event shall Seller have any obligation to provide indemnification for any matters to the extent accounted for in the Preliminary Settlement Statement or the Final Settlement Statement. Notwithstanding anything herein to the contrary, Buyer acknowledges that it has had the opportunity to conduct due diligence and investigation with respect to the Assets and the Companies.
Seller’s Indemnity Obligation. Effective from and after the Closing Date, Seller shall, subject to the Liability Cap, DEFEND, INDEMNIFY and HOLD HARMLESS Buyer Group from and against any and all Claims arising out of or resulting from:
(a) any breach (i) by Seller of Seller’s representations or warranties set forth in this Agreement and (ii) by the ORRI Sellers of the ORRI Sellers’ representations or warranties set forth in the ORRI Assignments; and
(b) any breach by Seller of Seller’s covenants set forth in this Agreement.
Seller’s Indemnity Obligation. If Closing shall occur, then effective from and after the Closing Date, and subject to the limitations set forth in Section 11.4, Seller shall RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Buyer Group from and against any and all Claims arising out of, resulting from, or relating to:
Seller’s Indemnity Obligation. Except as otherwise provided herein, and subject to the limitation of liability set forth below, Seller shall indemnify, defend and hold harmless Buyer and its subsidiaries from and against (i) actions and litigation alleging that the use or sale of goods infringes upon or
Seller’s Indemnity Obligation. If Closing shall occur, subject to the limitations set forth in Section 4.4, Seller shall RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Buyer Group from and against any and all Claims arising out of, resulting from, or relating to:
(a) any breach by Seller of Seller’s representations, warranties or covenants set forth in this Agreement; and
(b) the Retained Liabilities. SELLER AND BUYER AGREE AND STIPULATE THAT (i) THESE INDEMNIFICATION PROVISIONS COMPLY WITH AND SATISFY THE EXPRESS NEGLIGENCE TEST AND (ii) SELLER AND BUYER CLEARLY INTEND TO TRANSFER THE RISK OF LOSS FOR THE INDEMNIFIED PARTIES’ NEGLIGENCE IN COMPLIANCE WITH THE REQUIREMENTS SET FORTH IN ETHYL CORP. X. XXXXXX CONSTRUCTION CO., 725 S.W.2d 705 (TEX. 1987), ENSERCH CORPORATION X. XXXXXX, 794 S.W.2d (Tex. 1990), AND ALL SUBSEQUENT TEXAS CASES. SELLER AND BUYER AGREE AND STIPULATE THAT THESE INDEMNIFICATION PROVISIONS ARE CONSPICUOUS IN COMPLIANCE WITH THE REQUIREMENTS SET FORTH IN DRESSER INDUSTRIES, INC. X. XXXXX PETROLEUM, INC., 000 X.X. 2d 505 (TEX. 1993) AND ALL SUBSEQUENT TEXAS CASES. In no event shall Seller have any obligation to provide indemnification for any matters to the extent accounted for in the Preliminary Settlement Statement or the Final Settlement Statement.
