Common use of Seller’s Non-Environmental Indemnity Obligation Clause in Contracts

Seller’s Non-Environmental Indemnity Obligation. If Closing occurs, then from and after the Closing Date, Seller hereby releases Purchaser Group from, and, subject to the limitations set forth in Section 8.7 or elsewhere in this Agreement, shall fully protect, defend, indemnify and hold harmless Purchaser Group from and against, (a) all Non-Environmental Claims relating to, arising out of, or connected with, directly or indirectly (and whether asserted before or after Closing without extending the time limitations of Section 8.7), the ownership or operation of the Purchased Assets, or any part thereof, to the extent such Non-Environmental Claims are attributable to the period prior to the Effective Time and of which Purchaser provides notice to Seller in accordance with Section 8.8 within twelve (12) months after the Closing Date, unless such Claim relates to the representations and warranties of Seller in Section 10.1(a) or Section 10.1(b) in which case an Indemnity Claim Notice (as defined below) must be provided prior to the thirty-first (31st) day after the expiration of the applicable statute of limitations, including Non-Environmental Claims relating to (A) injury, illness or death of any Person, (B) damages to or loss of any property or resources, (C) breach of contract, (D) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass or (E) violation of Law; and (b) all Claims arising out of any breach by Seller of Seller’s representations, warranties or covenants set forth in this Agreement. These indemnity and defense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Purchaser Group, or any pre-existing defect. Notwithstanding anything in this Agreement to the contrary, Seller has no obligation under this Agreement or otherwise to protect, defend, indemnify and hold harmless Purchaser Group from and against any Non-Environmental Claims to the extent that Purchaser is not entitled to a remedy therefor under Section 8.7. As of Closing, Purchaser (on behalf of Purchaser Group and their successors and assigns) releases Seller Group from, and assumes and is solely responsible for, all Non-Environmental Claims either waived by Purchaser or not subject to indemnification by Seller at the time in question under the terms of this Section 8.2.

Seller’s Non-Environmental Indemnity Obligation. If Closing occurs, then from and after the Closing Date, Seller (on behalf of Seller Group and their successors and assigns) hereby releases Purchaser Group from, from and, subject to the limitations set forth in Section 8.7 or elsewhere in this Agreement8.7, shall fully protect, defend, indemnify and hold harmless Purchaser Group from and against, (a) all Non-Environmental Claims relating to, arising out of, or connected with, directly or indirectly (and whether asserted before or after Closing without extending the time limitations of Section 8.78.7 or Section 8.14), the ownership or operation of the Purchased AssetsProperties, or any part thereof, to the extent such Non-Environmental Claims are attributable to the period prior to the Effective Time and of which Purchaser provides notice to Seller in accordance with Section 8.8 within twelve three (123) months after the Closing Date, unless such Claim relates to the representations and warranties of Seller in Section 10.1(a) or Section 10.1(b) in which case an Indemnity Claim Notice (as defined below) must be provided prior to the thirty-first (31st) day after the expiration end of the applicable statute of limitationsTransition Period, including Non-Environmental Claims relating to (Ai) injury, illness or death of any Person, (Bii) damages to or loss of any property or resources, (Ciii) breach of contract, (Div) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass trespass, (v) statutory causes of action or (Evi) violation of Law; and (b) all Claims arising out of any breach by Seller of Seller’s representations, representations or warranties or set forth in this Agreement; and (c) all Claims arising out of any breach by Seller of Seller’s covenants set forth in this Agreement. These indemnity and defense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Purchaser Group, or any pre-existing defect. Notwithstanding anything in this Agreement to the contrary, Seller has no obligation under this Agreement or otherwise to protect, defend, indemnify and hold harmless Purchaser Group from and against any Non-Environmental Claims to the extent that Purchaser is not entitled to a remedy therefor under Section 8.7. As of Closing, Purchaser (on behalf of Purchaser Group and their successors and assigns) releases Seller Group from, and assumes and is solely responsible for, all Non-Environmental Claims either waived by Purchaser or not subject to indemnification by Seller at the time in question under the terms of this Section 8.2.

Seller’s Non-Environmental Indemnity Obligation. If Closing occurs, then from and after the Closing Date, Seller hereby releases Purchaser Group from, and, subject to the limitations set forth in Section 8.7 or elsewhere in this Agreement, shall fully protect, defend, indemnify and hold harmless Purchaser Group from and against, (a) all Non-Environmental Claims relating to, arising out of, or connected with, directly or indirectly (and whether asserted before or after Closing without extending the time limitations of Section 8.7), the ownership or operation of the Purchased AssetsProperties, or any part thereof, to the extent such Non-Environmental Claims are attributable to the period prior to the Effective Time and of which Purchaser provides notice to Seller in accordance with Section 8.8 within twelve (12) months after the Closing Date, unless such Claim relates to the representations and warranties of Seller in Section 10.1(a) or Section 10.1(b) in which case an Indemnity Claim Notice (as defined below) must be provided prior to the thirty-first (31st) day after the expiration of the applicable statute of limitations, including Non-Environmental Claims relating to (A) injury, illness or death of any Person, (B) damages to or loss of any property or resources, (C) breach of contract, (D) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass trespass, or (E) violation of Law; and (b) all Claims arising out of any breach by Seller of Seller’s representations, warranties or covenants set forth in this Agreement. These indemnity and defense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Purchaser Group, or any pre-existing defect. Notwithstanding anything in this Agreement to the contrary, Seller has no obligation under this Agreement or otherwise to protect, defend, indemnify and hold harmless Purchaser Group from and against any Non-Environmental Claims to the extent that Purchaser is not entitled to a remedy therefor under Section 8.7. As of Closing, Purchaser (on behalf of Purchaser Group and their successors and assigns) releases Seller Group from, and assumes and is solely responsible for, all Non-Environmental Claims either waived by Purchaser or not subject to indemnification by Seller at the time in question under the terms of this Section 8.2.

Seller’s Non-Environmental Indemnity Obligation. If Closing occurs, then from and after the Closing Date, Seller hereby releases Purchaser Group from, andshall, subject to the limitations set forth in Section 8.7 or elsewhere in this Agreementbelow, release Buyer from and shall fully protect, defend, indemnify and defend Buyer, its officers, agents, employees and Affiliates ("Buyer Group") and hold them harmless Purchaser Group from and against, (a) against any and all Non-Environmental Claims, and any and all occurrences and conditions which would otherwise constitute Non-Environmental Claims but which are asserted by Seller, its officers, agents, employees and Affiliates ("Seller Group"), relating to, arising out of, or connected withconnected, directly or indirectly (and whether asserted before or after Closing without extending the time limitations of Section 8.7)indirectly, with the ownership or operation of the Purchased AssetsProperties, or any part thereof, to the extent such Non-Environmental Claims are attributable pertaining to the period of time prior to the Effective Time and of which Purchaser provides notice to Seller in accordance with Section 8.8 within twelve (12) months after the Closing Date, unless such Claim relates to the representations and warranties of Seller in Section 10.1(a) or Section 10.1(b) in which case an Indemnity Claim Notice (as defined below) must be provided prior to the thirty-first (31st) day after the expiration of the applicable statute of limitationsClosing, including without limitation, Non-Environmental Claims relating to to: (Aa) injury, illness injury or death of any Personperson or persons whomsoever, (Bb) damages to or loss of any property or resources, (C) breach of contract, (Dc) common law causes of action such as active or passivenegligence, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass trespass, and/or (d) fault imposed by statute, rule, regulation or (E) violation of Law; otherwise. The indemnity obligation and (b) all Claims arising out of any breach by Seller of Seller’s representations, warranties or covenants set forth in this Agreement. These indemnity and defense obligations release provided herein shall apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Purchaser Buyer Group, or any pre-existing defect. Notwithstanding anything contained in this Agreement to the contrary, Seller has shall have no obligation under this Agreement or otherwise to protect, defendindemnify, indemnify defend and hold harmless Purchaser Buyer Group from and against any one or more of the following: (i) Non-Environmental Claims to the extent for which Buyer has not provided Seller with written notice of such Non- Environmental Claim in accordance with Article 8.10 within two (2) years after Closing (it being acknowledged and agreed that Purchaser is not entitled to a remedy therefor under Section 8.7. As of Closing, Purchaser (on behalf of Purchaser Group and their successors and assigns) releases Seller Group from, and assumes and is Buyer shall be solely responsible for, for any and all Non-Environmental Claims either waived by Purchaser not raised within such two (2) year period, (except as expressly set forth below), and (ii) Non-Environmental Claims up to $10,000,000 (it being acknowledged and agreed that Buyer shall be solely responsible for any and all Non-Environmental Claims up to $10,000,000 except as expressly set forth below); provided, however, there shall be no monetary threshold or not subject to indemnification by Seller at deductible requirement, and the time period within which notice must be given shall be six (6) years from Closing for (i) any Claims with respect to the proper payment of royalty amounts due (other than errors in question under payment due to clerical errors, or title or division order mistakes or variances), including, without limitation, any Claims relating to posted pricing and sales to, or processing or similar agreements with, Seller's Affiliates, and (ii) any Claims by any person who is or was an employee of Seller, the terms basis of this which Claim is Seller's hiring, retention, labor or benefits, actions, policies, or procedures, relating to the period of such person's employment with Seller. Further, there shall be no time limit and no monetary threshold or deductible for any litigation, arbitration, mediation or other existing action or proceeding or Claims required to be disclosed pursuant to Section 8.210.6.

Seller’s Non-Environmental Indemnity Obligation. If Closing occurs, then from and after the Closing Date, Seller hereby releases Purchaser Buyer Group from, and, subject to the limitations set forth in Section 8.7 or elsewhere in this Agreement, shall fully protect, defend, indemnify and hold harmless Purchaser Buyer Group from and against, (a) all Non-Non- HOUSTON 1139976v.13 Environmental Claims relating to, arising out of, or connected with, directly or indirectly (and whether asserted before or after Closing without extending the time limitations of Section 8.7), the ownership or operation of the Purchased AssetsProperties, or any part thereof, to the extent such Non-Non- Environmental Claims are attributable to the period prior to the Effective Time and of which Purchaser Buyer provides notice to Seller in accordance with Section 8.8 within twelve (12) months after the Closing Date, unless such Claim relates to the representations and warranties of Seller in Section 10.1(a) or Section 10.1(b) in which case an Indemnity Claim Notice (as defined below) must be provided prior to the thirty-first (31st) day after the expiration of the applicable statute of limitations, including Non-Environmental Claims relating to (A) injury, illness or death of any Person, (B) damages to or loss of any property or resources, (C) breach of contract, (D) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass trespass, or (E) violation of Law; and (b) all Claims arising out of any breach by Seller of Seller’s representations, warranties or covenants set forth in this Agreement. These indemnity and defense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Purchaser Buyer Group, or any pre-existing defect. Notwithstanding anything in this Agreement to the contrary, Seller has no obligation under this Agreement or otherwise to protect, defend, indemnify and hold harmless Purchaser Buyer Group from and against any Non-Environmental Claims to the extent that Purchaser Buyer is not entitled to a remedy therefor under Section 8.7. As of Closing, Purchaser (on behalf of Purchaser Group and their successors and assigns) Buyer releases Seller Group from, and assumes and is solely responsible for, all Non-Environmental Claims either waived by Purchaser Buyer or not subject to indemnification by Seller at the time in question under the terms of this Section 8.2.

Seller’s Non-Environmental Indemnity Obligation. If Closing occurs, then from and after the Closing Date, Seller hereby releases Purchaser Buyer Group from, and, subject to the limitations set forth in Section 8.7 or elsewhere in this Agreement, shall fully protect, defend, indemnify and hold harmless Purchaser Buyer Group from and against, (a) all Non-Non- Environmental Claims relating to, arising out of, or connected with, directly or indirectly (and whether asserted before or after Closing without extending the time limitations of Section 8.7), the ownership or operation of the Purchased AssetsProperties, or any part thereof, to the extent such Non-Non- Environmental Claims are attributable to the period prior to the Effective Time and of which Purchaser Buyer provides notice to Seller in accordance with Section 8.8 within twelve (12) months after the Closing Date, unless such Claim relates to the representations and warranties of Seller in Section 10.1(a) or Section 10.1(b) in which case an Indemnity Claim Notice (as defined below) must be provided prior to the thirty-first (31st) day after the expiration of the applicable statute of limitations, including Non-Environmental Claims relating to (A) injury, illness or death of any Person, (B) damages to or loss of any property or resources, (C) breach of contract, (D) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass trespass, or (E) violation of Law; and (b) all Claims arising out of any breach by Seller of Seller’s representations, warranties or covenants set forth in this Agreement. These indemnity and defense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Purchaser Buyer Group, or any pre-existing defect. Notwithstanding anything in this Agreement to the contrary, Seller has no obligation under this Agreement or otherwise to protect, defend, indemnify and hold harmless Purchaser Buyer Group from and against any Non-Environmental Claims to the extent that Purchaser Buyer is not entitled to a remedy therefor under Section 8.7. As of Closing, Purchaser (on behalf of Purchaser Group and their successors and assigns) Buyer releases Seller Group from, and assumes and is solely responsible for, all Non-Environmental Claims either waived by Purchaser Buyer or not subject to indemnification by Seller at the time in question under the terms of this Section 8.2.

Seller’s Non-Environmental Indemnity Obligation. If Closing occurs, then from and after the Closing Date, Seller hereby releases Purchaser Buyer Group from, and, subject to the limitations set forth in Section 8.7 or elsewhere in this Agreement, shall fully protect, defend, indemnify and hold harmless Purchaser Buyer Group from and against, (a) all Non-Non- HOUSTON 1139976v.13 Environmental Claims relating to, arising out of, or connected with, directly or indirectly (and whether asserted before or after Closing without extending the time limitations of Section 8.7), the ownership or operation of the Purchased AssetsProperties, or any part thereof, to the extent such Non-Environmental Claims are attributable to the period prior to the Effective Time and of which Purchaser Buyer provides notice to Seller in accordance with Section 8.8 within twelve (12) months after the Closing Date, unless such Claim relates to the representations and warranties of Seller in Section 10.1(a) or Section 10.1(b) in which case an Indemnity Claim Notice (as defined below) must be provided prior to the thirty-first (31st) day after the expiration of the applicable statute of limitations, including Non-Environmental Claims relating to (A) injury, illness or death of any Person, (B) damages to or loss of any property or resources, (C) breach of contract, (D) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass trespass, or (E) violation of Law; and (b) all Claims arising out of any breach by Seller of Seller’s representations, warranties or covenants set forth in this Agreement. These indemnity and defense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Purchaser Buyer Group, or any pre-existing defect. Notwithstanding anything in this Agreement to the contrary, Seller has no obligation under this Agreement or otherwise to protect, defend, indemnify and hold harmless Purchaser Buyer Group from and against any Non-Environmental Claims to the extent that Purchaser Buyer is not entitled to a remedy therefor under Section 8.7. As of Closing, Purchaser (on behalf of Purchaser Group and their successors and assigns) Buyer releases Seller Group from, and assumes and is solely responsible for, all Non-Environmental Claims either waived by Purchaser Buyer or not subject to indemnification by Seller at the time in question under the terms of this Section 8.2.