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 (on behalf of Seller Group and their successors and assigns) hereby releases Purchaser Group from and, subject to the limitations set forth in Section 8.7, 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 8.7 or Section 8.14), the ownership or operation of the Properties, 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 three (3) months after the end of the Transition Period, including Non-Environmental Claims relating to (i) injury, illness or death of any Person, (ii) damages to or loss of any property or resources, (iii) breach of contract, (iv) common law causes of action such as active or passive, sole, concurrent or comparative negligence, strict liability, nuisance or trespass, (v) statutory causes of action or (vi) violation of Law; (b) all Claims arising out of any breach by Seller of Seller’s representations or warranties 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.

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 Buyer Group from from, and, subject to the limitations set forth in Section 8.78.7 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 or Section 8.148.7), the ownership or operation of the Properties, 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 three twelve (312) months after the end of the Transition PeriodClosing Date, including Non-Environmental Claims relating to (iA) injury, illness or death of any Person, (iiB) damages to or loss of any property or resources, (iiiC) breach of contract, (ivD) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass, (v) statutory causes of action or (viE) violation of Law; and (b) all Claims arising out of any breach by Seller of Seller’s representations representations, warranties or warranties 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 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 Buyer Group from and against any Non-Environmental Claims to the extent that Buyer is not entitled to a remedy therefor under Section 8.7. As of Closing, Buyer releases Seller Group from, and assumes and is solely responsible for, all Non-Environmental Claims either waived by 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 (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 8.78.7 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 or Section 8.148.7), the ownership or operation of the PropertiesPurchased 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 three twelve (312) months after the end 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 Transition Periodapplicable statute of limitations, including Non-Environmental Claims relating to (iA) injury, illness or death of any Person, (iiB) damages to or loss of any property or resources, (iiiC) breach of contract, (ivD) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass, (v) statutory causes of action trespass or (viE) violation of Law; and (b) all Claims arising out of any breach by Seller of Seller’s representations representations, warranties or warranties 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 (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 8.78.7 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 or Section 8.148.7), the ownership or operation of the Properties, 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 three twelve (312) months after the end of the Transition PeriodClosing Date, including Non-Environmental Claims relating to (iA) injury, illness or death of any Person, (iiB) damages to or loss of any property or resources, (iiiC) breach of contract, (ivD) common law causes of action such as active or passive, sole, concurrent or comparative negligence or gross negligence, strict liability, nuisance or trespass, (v) statutory causes of action or (viE) violation of Law; and (b) all Claims arising out of any breach by Seller of Seller’s representations representations, warranties or warranties 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.