Stagecoach II Clause Samples

Stagecoach II. Stagecoach II agrees to indemnify, defend and hold harmless the Purchaser Indemnitees from any Loss suffered, incurred or paid as a result of: (i) The failure of any representation or warranty made by Stagecoach II in Article IV of this Agreement to be true and correct in all respects as of the date of this Agreement and as of the Closing Date; (ii) Any failure to perform any covenant or agreement made or undertaken by Stagecoach II in this Agreement (including those in Article VIII) or in any certificate or other document delivered to the Purchasers by Stagecoach II pursuant to this Agreement; (iii) All Taxes imposed on or asserted against the properties, income or operations of Stagecoach II or the Stagecoach II Assets for all Pre-Closing Periods and any Pre-Closing Straddle Period (it being understood that Stagecoach II’s obligations under this Section 11.2(b)(iii) shall not be duplicative of its obligations under Article VIII and Section 11.2(b)(i) and shall be determined consistently with Article VIII). The Purchasers shall promptly give Stagecoach II written notice of any Tax Claim that the Purchasers have reasonably determined may give rise to a right of indemnification under this Section 11.2(b)(iii), including a computation of the amount of the claimed indemnification with sufficient detail and particularity to enable Stagecoach II to reasonably determine the amount of such required indemnification. If the Purchasers fail to notify Stagecoach II with respect to a Tax matter in accordance with Section 8.2(a), Stagecoach II shall not be obligated to indemnify the Purchaser Indemnitees under this Section 11.2(b)(iii) to the extent that such failure to notify Stagecoach II adversely affects Stagecoach II’s ability to defend against such contested Tax Claim and then only to the extent of such economic prejudice; (A) The presence of Hazardous Substances, oil, gas or petroleum on any Property of Stagecoach II or any Property associated with the Stagecoach II Assets in violation of applicable Environmental Law resulting from a Release where the presence of such Hazardous Substances, oil, gas or petroleum is caused by the acts or omissions of any Person while Stagecoach II owned, controlled or had rights in or to the Property, including the extent to which such Release continues after Closing, (B) the presence of Hazardous Substances, oil or petroleum on any other property in violation of applicable Environmental Law resulting from a Release where the pres...