Common use of Buyer’s Indemnity Clause in Contracts

Buyer’s Indemnity. BUYER COVENANTS AND AGREES TO INDEMNIFY, DEFEND, AND HOLD SELLER AND ITS OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, JUDGMENTS, DAMAGES, PENALTIES, FINES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS), OR OTHER LOSSES, INCLUDING ATTORNEYS’ AND/OR CONSULTANTS’ FEES, COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE GROUND OR ANY BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TO, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSING.

Buyer’s Indemnity. FROM AND AFTER THE CLOSING DATE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER COVENANTS AND AGREES AGREES, SUBJECT TO SELLER’S LIMITED INDEMNITY AS SET FORTH IN SECTION 12.3 ABOVE , TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER AND ITS SELLER’S DIRECTORS, SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES EMPLOYEES, SUCCESSORS AND AGENTS HARMLESS ASSIGNS , FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, STRICT LIABILITY CLAIMS, DEMANDS, LAWSUITS, JUDGMENTS, ORDERS, FINES, PENALTIES, DAMAGES, PENALTIES, FINES, COSTS, LIABILITIES EXPENSES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS), OR OTHER LOSSES, INCLUDING ATTORNEYS’ AND/OR CONSULTANTS’ FEES, COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE GROUND OR ANY BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TOTO REASONABLE ATTORNEYS’ FEES), THE SOILCOSTS, GROUNDWATERENVIRONMENTAL ASSESSMENT AND CLEAN-UP COSTS AND/OR CAUSES OF ACTION ASSERTED BY ANY PERSON OR ENTITY FOR PERSONAL INJURY OR DEATH, FOR COMPLIANCE WITH REGULATIONS, ORDERS, OR SOIL VAPOR ON OR UNDERGUIDELINES, OR EMANATING FOR LOSS OR DAMAGE TO THE PARTIES OR THE ENVIRONMENT (collectively, “Liabilities/Claims”), ARISING FROM ANY OR RELATING TO THE OWNERSHIP, USE, OR OPERATION OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY BUYER OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVALITS ASSIGNS AFTER CLOSING, OR RESTORATION WORK REQUIRED THE EXPRESS ASSUMPTION OF RESPONSIBILITIES HEREUNDER BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO BUYER AT CLOSING CONCERNING THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER SUCH POST-CLOSING LIABILITIES/CLAIMS ARE CAUSED BY OR ARISE FROM SELLER’S PRE-CLOSING ORDINARY NEGLIGENCE (BUT NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), ACTIONS, OR OMISSIONS RELATING TO THE TIME OPERATION, DESIGN, PHYSICAL CONDITION, OR MAINTENANCE STATUS OF THE ASSETS, BUT EXCLUDING SUCH POST-CLOSING LIABILITIES/CLAIMS TO THE EXTENT CAUSED BY THE NEGLIGENCE OF SELLER THAT OCCURS AFTER CLOSING.. CONFIDENTIAL

Buyer’s Indemnity. FROM AND AFTER THE CLOSING DATE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER COVENANTS AND AGREES AGREES, SUBJECT TO SELLER’S LIMITED INDEMNITY AS SET FORTH IN SECTION 12.5 ABOVE, TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER AND ITS SELLER’S DIRECTORS, SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES EMPLOYEES, SUCCESSORS AND AGENTS HARMLESS ASSIGNS , FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, STRICT LIABILITY CLAIMS, DEMANDS, LAWSUITS, JUDGMENTS, ORDERS, FINES, PENALTIES, DAMAGES, PENALTIES, FINES, COSTS, LIABILITIES EXPENSES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS), OR OTHER LOSSES, INCLUDING ATTORNEYS’ AND/OR CONSULTANTS’ FEES, COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE GROUND OR ANY BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TOTO REASONABLE ATTORNEYS’ FEES), THE SOILCOSTS, GROUNDWATERENVIRONMENTAL ASSESSMENT AND CLEAN-UP COSTS AND/OR CAUSES OF ACTION ASSERTED BY ANY PERSON OR ENTITY FOR PERSONAL INJURY OR DEATH, FOR COMPLIANCE WITH REGULATIONS, ORDERS, OR SOIL VAPOR ON OR UNDERGUIDELINES, OR EMANATING FOR LOSS OR DAMAGE TO THE PARTIES OR THE ENVIRONMENT (collectively, “Liabilities/Claims”), ARISING FROM ANY OR RELATING TO THE OWNERSHIP, USE, OR OPERATION OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY BUYER OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVALITS ASSIGNS AFTER CLOSING, OR RESTORATION WORK REQUIRED THE EXPRESS ASSUMPTION OF RESPONSIBILITIES HEREUNDER BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO BUYER AT CLOSING CONCERNING THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER SUCH POST-CLOSING LIABILITIES/CLAIMS ARE CAUSED BY OR ARISE FROM SELLER’S PRE-CLOSING ORDINARY NEGLIGENCE (BUT NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), ACTIONS, OR OMISSIONS RELATING TO THE TIME OPERATION, DESIGN, PHYSICAL CONDITION, OR MAINTENANCE STATUS OF THE ASSETS, BUT EXCLUDING SUCH POST-CLOSING LIABILITIES/CLAIMS TO THE EXTENT CAUSED BY THE NEGLIGENCE OF SELLER THAT OCCURS AFTER CLOSING.

Buyer’s Indemnity. (a) SUBJECT TO SECTION 13.8, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSING, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN AND (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOW, BUYER COVENANTS AND AGREES TO SHALL INDEMNIFY, DEFENDHOLD HARMLESS, RELEASE AND HOLD DEFEND SELLER FROM AND ITS OFFICERSAGAINST ALL DAMAGES, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL LOSSES, CLAIMS, DEMANDS, JUDGMENTSCAUSES OF ACTION, DAMAGESJUDGMENTS AND OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIES, FINESCOSTS OF ASSESSMENT, COSTSCLEAN-UP, LIABILITIES REMOVAL AND REMEDIATION OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT BY ANY AND ALL PERSONS AND ANY AGENCY OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS OR DEATH, ANY DAMAGE TO, DESTRUCTION OR LOSS OF PROPERTY, AND ANY CONTAMINATION OR POLLUTION OF NATURAL RESOURCES (INCLUDING SUMS PAID IN SETTLEMENT SOIL, AIR, SURFACE WATER OR GROUNDWATER) TO THE EXTENT ANY OF CLAIMS)THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION OF THE ASSETS OR LANDS, WHETHER CREATED OR OTHER LOSSESEXISTING BEFORE, INCLUDING ATTORNEYS’ AND/ON OR CONSULTANTS’ FEESAFTER THE EFFECTIVE TIME, COURT COSTS AND LITIGATION EXPENSESINCLUDING, IN CONNECTION WITH BUT NOT LIMITED TO, THE PRESENCE PRESENCE, DISPOSAL OR SUSPECTED PRESENCE RELEASE OF HAZARDOUS SUBSTANCES ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE GROUND ASSETS OR ANY BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TO, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSINGLANDS.

Buyer’s Indemnity. (a) SUBJECT TO SECTION 14.8, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSING, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN AND (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 14.8 BELOW, BUYER COVENANTS AND AGREES TO SHALL INDEMNIFY, DEFENDHOLD HARMLESS, RELEASE AND HOLD DEFEND SELLER FROM AND ITS OFFICERSAGAINST ALL DAMAGES, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL LOSSES, CLAIMS, DEMANDS, JUDGMENTSCAUSES OF ACTION, DAMAGESJUDGMENTS AND OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIES, FINESCOSTS OF ASSESSMENT, COSTSCLEAN-UP, LIABILITIES REMOVAL AND REMEDIATION OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT BY ANY AND ALL PERSONS AND ANY AGENCY OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS OR DEATH, ANY DAMAGE TO, DESTRUCTION OR LOSS OF PROPERTY, AND ANY CONTAMINATION OR POLLUTION OF NATURAL RESOURCES (INCLUDING SUMS PAID IN SETTLEMENT SOIL, AIR, SURFACE WATER OR GROUNDWATER) TO THE EXTENT ANY OF CLAIMS)THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION OF THE ASSETS OR LANDS, WHETHER CREATED OR OTHER LOSSESEXISTING BEFORE, INCLUDING ATTORNEYS’ AND/ON OR CONSULTANTS’ FEESAFTER THE EFFECTIVE TIME, COURT COSTS AND LITIGATION EXPENSESINCLUDING, IN CONNECTION WITH BUT NOT LIMITED TO, THE PRESENCE PRESENCE, DISPOSAL OR SUSPECTED PRESENCE RELEASE OF HAZARDOUS SUBSTANCES ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE GROUND ASSETS OR ANY BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TO, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSINGLANDS.

Buyer’s Indemnity. FROM AND AFTER THE CLOSING DATE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER COVENANTS AND AGREES AGREES, SUBJECT TO SELLER’S LIMITED INDEMNITY AS SET FORTH IN SECTION 12.3 ABOVE, TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER AND ITS SELLER’S DIRECTORS, SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES EMPLOYEES, SUCCESSORS AND AGENTS HARMLESS ASSIGNS , FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, STRICT LIABILITY CLAIMS, DEMANDS, LAWSUITS, JUDGMENTS, ORDERS, FINES, PENALTIES, DAMAGES, PENALTIES, FINES, COSTS, LIABILITIES EXPENSES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS), OR OTHER LOSSES, INCLUDING ATTORNEYS’ AND/OR CONSULTANTS’ FEES, COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE GROUND OR ANY BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TOTO REASONABLE ATTORNEYS’ FEES), THE SOILCOSTS, GROUNDWATERENVIRONMENTAL ASSESSMENT AND CLEAN-UP COSTS AND/OR CAUSES OF ACTION ASSERTED BY ANY PERSON OR ENTITY FOR PERSONAL INJURY OR DEATH, FOR COMPLIANCE WITH REGULATIONS, ORDERS, OR SOIL VAPOR ON OR UNDERGUIDELINES, OR EMANATING FOR LOSS OR DAMAGE TO THE PARTIES OR THE ENVIRONMENT (collectively, “Liabilities/Claims”), ARISING FROM ANY OR RELATING TO THE OWNERSHIP, USE, OR OPERATION OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY BUYER OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVALITS ASSIGNS AFTER CLOSING, OR RESTORATION WORK REQUIRED THE EXPRESS ASSUMPTION OF RESPONSIBILITIES HEREUNDER BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO BUYER AT CLOSING CONCERNING THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER SUCH POST-CLOSING LIABILITIES/CLAIMS ARE CAUSED BY OR ARISE FROM SELLER’S PRE-CLOSING ORDINARY NEGLIGENCE (BUT NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), ACTIONS, OR OMISSIONS RELATING TO THE TIME OPERATION, DESIGN, PHYSICAL CONDITION, OR MAINTENANCE STATUS OF THE ASSETS, BUT EXCLUDING SUCH POST-CLOSING LIABILITIES/CLAIMS TO THE EXTENT CAUSED BY THE NEGLIGENCE OF SELLER THAT OCCURS AFTER CLOSING.

Buyer’s Indemnity. FROM AND AFTER THE CLOSING DATE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER COVENANTS AND AGREES AGREES, SUBJECT TO SELLER’S LIMITED INDEMNITY AS SET FORTH IN SECTION 12.5 ABOVE , TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER AND ITS SELLER’S DIRECTORS, SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES EMPLOYEES, SUCCESSORS AND AGENTS HARMLESS ASSIGNS , FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, STRICT LIABILITY CLAIMS, DEMANDS, LAWSUITS, JUDGMENTS, ORDERS, FINES, PENALTIES, DAMAGES, PENALTIES, FINES, COSTS, LIABILITIES EXPENSES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS), OR OTHER LOSSES, INCLUDING ATTORNEYS’ AND/OR CONSULTANTS’ FEES, COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE GROUND OR ANY BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TOTO REASONABLE ATTORNEYS’ FEES), THE SOILCOSTS, GROUNDWATERENVIRONMENTAL ASSESSMENT AND CLEAN-UP COSTS AND/OR CAUSES OF ACTION ASSERTED BY ANY PERSON OR ENTITY FOR PERSONAL INJURY OR DEATH, FOR COMPLIANCE WITH REGULATIONS, ORDERS, OR SOIL VAPOR ON OR UNDERGUIDELINES, OR EMANATING FOR LOSS OR DAMAGE TO THE PARTIES OR THE ENVIRONMENT (collectively, “Liabilities/Claims”), ARISING FROM ANY OR RELATING TO THE OWNERSHIP, USE, OR OPERATION OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY BUYER OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVALITS ASSIGNS AFTER CLOSING, OR RESTORATION WORK REQUIRED THE EXPRESS ASSUMPTION OF RESPONSIBILITIES HEREUNDER BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO BUYER AT CLOSING CONCERNING THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER SUCH POST-CLOSING LIABILITIES/CLAIMS ARE CAUSED BY OR ARISE FROM SELLER’S PRE-CLOSING ORDINARY NEGLIGENCE (BUT NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), ACTIONS, OR OMISSIONS RELATING TO THE TIME OPERATION, DESIGN, PHYSICAL CONDITION, OR MAINTENANCE STATUS OF THE ASSETS, BUT EXCLUDING SUCH POST-CLOSING LIABILITIES/CLAIMS TO THE EXTENT CAUSED BY THE NEGLIGENCE OF SELLER THAT OCCURS AFTER CLOSING.

Buyer’s Indemnity. UPON CLOSING, BUYER COVENANTS AND AGREES TO INDEMNIFY, DEFENDRELEASE, DEFEND AND HOLD SELLER HARMLESS THE XXXXX-XXXX PARTIES (EXCLUDING, XXXXX-XXXX FB/M SUCCESSOR AND PILLAR FB/M SUCCESSOR, WHICH, UPON THE CLOSING, SHALL NOT BE CONSIDERED TO BE XXXXX-XXXX PARTIES FOR PURPOSES OF SUCH INDEMNIFICATION), ITS OFFICERS, EMPLOYEES DIRECTORS, MANAGERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND AGENTS HARMLESS PERMITTED ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDSLIABILITIES, JUDGMENTSLOSSES, DAMAGES, PENALTIESCOSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION, FINESDAMAGE TO PROPERTY, OR INJURY OR DEATH OF PERSONS, COURT COSTS, LIABILITIES REASONABLE ATTORNEY’S FEES AND EXPENSES OF EXPERTS) CAUSED BY, ARISING FROM OR ATTRIBUTABLE TO (INCLUDING SUMS PAID IN SETTLEMENT i) THE FB/M OBLIGATIONS OR (ii) THE BREACH BY BUYER OF CLAIMS), OR OTHER LOSSES, INCLUDING ATTORNEYS’ AND/OR CONSULTANTS’ FEES, COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE GROUND OR ANY BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TO, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY OF THE ASSETS ITS REPRESENTATIONS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WARRANTIES AND OBLIGATIONS UNDER THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEMAGREEMENT, REGARDLESS OF WHETHER SUCH CLAIMS, LIABILITIES, LOSSES, DAMAGES, COSTS OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT EXPENSES ARE DUE IN WHOLE OR IN PART TO THE TIME NEGLIGENCE OF CLOSINGXXXXX-XXXX PARTIES, BUT EXCLUDING THOSE DERIVED OR RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE XXXXX-XXXX PARTIES.

Buyer’s Indemnity. BUYER COVENANTS AND AGREES TO INDEMNIFY, DEFEND, DEFEND AND HOLD SELLER AND ITS SELLER’S AFFILIATES AND EACH OF THEIR SHAREHOLDERS, MEMBERS, EMPLOYEES, OFFICERS, EMPLOYEES DIRECTORS AND AGENTS REPRESENTATIVES (“SELLER INDEMNITEES”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMSCLAIMS WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, DEMANDSRELATED TO, JUDGMENTS, DAMAGES, PENALTIES, FINES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS)ATTRIBUTABLE TO, OR ARISING OUT OF (i) THE ASSUMED OBLIGATIONS OR (ii) BUYER’S MATERIAL BREACH OF ITS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5AND ANY MATERIAL BREACH OF ITS COVENANTS OR OBLIGATIONS UNDER THIS AGREEMENT. THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE SOLE OR PARTIAL OR COMPARATIVE OR CONCURRENT OR OTHER LOSSESFAULT, INCLUDING ATTORNEYS’ AND/NEGLIGENCE OR CONSULTANTS’ FEESSTRICT, COURT COSTS PRE-EXISTING OR OTHER LIABILITY ON THE PART OF SELLER. ADDITIONALLY, THE DEFENSE AND LITIGATION EXPENSESINDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE OF THE OBLIGATIONS OF SELLER, BE THEY IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES INTORT, ON OR UNDER THE GROUND OR ANY BUILDINGCONTRACT, STRUCTUREQUASI-CONTRACT, STATUTORY, OR PAVED SURFACEOTHERWISE. Purchase and Sale Agreement- Sun River Energy, OR IN ANY ENVIRONMENTAL MEDIUMInc. and Katy Resources ETX, INCLUDING BUT NOT LIMITED TO, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSING.LLC

Buyer’s Indemnity. BUYER COVENANTS AND AGREES TO INDEMNIFY, DEFEND, DEFEND AND HOLD SELLER AND ITS SELLER'S AFFILIATES AND EACH OF THEIR SHAREHOLDERS, MEMBERS, EMPLOYEES, OFFICERS, EMPLOYEES DIRECTORS AND AGENTS REPRESENTATIVES ("SELLER INDEMNITEES") HARMLESS FROM AND AGAINST ANY AND ALL CLAIMSCLAIMS WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, DEMANDSRELATED TO, JUDGMENTS, DAMAGES, PENALTIES, FINES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS)ATTRIBUTABLE TO, OR ARISING OUT OF (i) THE ASSUMED OBLIGATIONS OR (ii) BUYER'S MATERIAL BREACH OF ITS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5 AND ANY MATERIAL BREACH OF ITS COVENANTS OR OBLIGATIONS UNDER THIS AGREEMENT. THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE SOLE OR PARTIAL OR COMPARATIVE OR CONCURRENT OR OTHER LOSSESFAULT, INCLUDING ATTORNEYS’ AND/NEGLIGENCE OR CONSULTANTS’ FEESSTRICT, COURT COSTS PRE-EXISTING OR OTHER LIABILITY ON THE PART OF SELLER. ADDITIONALLY, THE DEFENSE AND LITIGATION EXPENSESINDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE OF THE OBLIGATIONS OF SELLER, BE THEY IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES INTORT, ON OR UNDER THE GROUND OR ANY BUILDINGCONTRACT, STRUCTUREQUASI-CONTRACT, STATUTORY, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TO, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSINGOTHERWISE.

Buyer’s Indemnity. PROVIDED THAT THE CLOSING OCCURS, BUYER COVENANTS AND AGREES TO SHALL INDEMNIFY, DEFEND, DEFEND AND HOLD SELLER AND ITS OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMSCLAIMS AND LIABILITIES CAUSED BY, DEMANDSRESULTING FROM OR INCIDENTAL TO THE ASSUMED OBLIGATIONS, JUDGMENTSAND ANY CLAIMS AND LIABILITIES CAUSED BY, DAMAGESRESULTING FROM OR ATTRIBUTABLE TO (A) ANY INACCURACY OF ANY REPRESENTATION OR WARRANTY OF BUYER SET FORTH IN THIS AGREEMENT, PENALTIES, FINES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS)B) ANY BREACH OF, OR OTHER LOSSESFAILURE TO PERFORM OR SATISFY, INCLUDING ATTORNEYS’ ANY OF THE COVENANTS AND OBLIGATIONS OF BUYER HEREUNDER, AND (C) ANY MATTER ARISING OR RESULTING FROM BUYER'S OWNERSHIP AND OPERATION OF THE ASSETS AFTER THE EFFECTIVE TIME. Subject 17.06 Seller's Indemnity. PROVIDED THAT THE CLOSING OCCURS AND SUBJECT TO SECTION 17.08, SELLER SHALL INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LIABILITIES CAUSED BY, RESULTING FROM OR INCIDENTAL TO THE RETAINED OBLIGATIONS, AND ANY CLAIMS AND LIABILITIES CAUSED BY OR RESULTING FROM (A) ANY INACCURACY OF ANY REPRESENTATION OR WARRANTY OF SELLER SET FORTH IN THIS AGREEMENT THAT SURVIVES THE CLOSING, EXCEPT FOR THOSE WHICH ARE WAIVED BY OR DEEMED WAIVED BY BUYER PURSUANT TO THE TERMS IF THIS AGREEMENT OR WHICH CONSTITUTE PERMITTED ENCUMBRANCES AND/OR CONSULTANTS’ FEESASSUMED OBLIGATIONS, COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE GROUND OR (B) ANY BUILDING, STRUCTUREBREACH OF, OR PAVED SURFACEFAILURE TO PERFORM OR SATISFY, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TO, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY OF THE ASSETS , FOR ANY VIOLATION COVENANTS AND OBLIGATIONS OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR SELLER HEREUNDER WHICH ARE TO BE PERFORMED AFTER THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSING.

Buyer’s Indemnity. PROVIDED THAT THE CLOSING OCCURS, BUYER COVENANTS AND AGREES TO SHALL INDEMNIFY, DEFEND, DEFEND AND HOLD SELLER AND ITS OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMSCLAIMS AND LIABILITIES CAUSED BY, DEMANDSRESULTING FROM OR INCIDENTAL TO THE ASSUMED OBLIGATIONS, JUDGMENTSAND ANY CLAIMS AND LIABILITIES CAUSED BY, DAMAGESRESULTING FROM OR ATTRIBUTABLE TO (A) ANY INACCURACY OF ANY REPRESENTATION OR WARRANTY OF BUYER SET FORTH IN THIS AGREEMENT, PENALTIES, FINES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS)B) ANY BREACH OF, OR OTHER LOSSESFAILURE TO PERFORM OR SATISFY, INCLUDING ATTORNEYS’ ANY OF THE COVENANTS AND OBLIGATIONS OF BUYER HEREUNDER, AND (C) ANY MATTER ARISING OR RESULTING FROM BUYER’S OWNERSHIP AND OPERATION OF THE ASSETS AFTER THE EFFECTIVE TIME. Subject 17.06 Seller’s Indemnity. SUBJECT TO SECTION 17.08, SELLER SHALL INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LIABILITIES CAUSED BY, RESULTING FROM OR INCIDENTAL TO THE RETAINED OBLIGATIONS, AND ANY CLAIMS AND LIABILITIES CAUSED BY OR RESULTING FROM (A) ANY INACCURACY OF ANY REPRESENTATION OR WARRANTY OF SELLER SET FORTH IN THIS AGREEMENT THAT SURVIVES THE CLOSING, EXCEPT FOR THOSE WHICH ARE WAIVED BY OR DEEMED WAIVED BY BUYER PURSUANT TO THE TERMS IF THIS AGREEMENT OR WHICH CONSTITUTE PERMITTED ENCUMBRANCES AND/OR CONSULTANTS’ FEESASSUMED OBLIGATIONS, COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE GROUND OR (B) ANY BUILDING, STRUCTUREBREACH OF, OR PAVED SURFACEFAILURE TO PERFORM OR SATISFY, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TO, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY OF THE ASSETS , FOR ANY VIOLATION COVENANTS AND OBLIGATIONS OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR SELLER HEREUNDER WHICH ARE TO BE PERFORMED AFTER THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSING.

Buyer’s Indemnity. THE BUYER COVENANTS AND AGREES TO INDEMNIFY, DEFEND, WILL INDEMNIFY AND HOLD SELLER HARMLESS THE SELLER, IT’S AFFILIATES AND ITS THEIR RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGENTS HARMLESS FROM ANY AND AGAINST ALL CLAIMS, DEMANDS, JUDGMENTSLIABILITIES, DAMAGES, PENALTIESLOSSES, FINESLOSS OF USE, COSTSCOSTS AND EXPENSES (INCLUDING, LIABILITIES WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) (INCLUDING SUMS PAID IN SETTLEMENT I) FOR ALL INJURIES TO AND DEATHS OF CLAIMSPERSONS (EXCEPTING INJURIES TO AND DEATHS OF THE SELLER'S REPRESENTATIVES PROVIDING THE SERVICES UNDER THIS CLAUSE), AND (II) FOR LOSS OF OR OTHER LOSSES, INCLUDING ATTORNEYS’ AND/DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR CONSULTANTS’ FEES, COURT COSTS AND LITIGATION EXPENSES, DAMAGE TO PROPERTY OF THE SELLER'S SAID REPRESENTATIVES) ARISING OUT OF OR IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE PROVISION OF HAZARDOUS SUBSTANCES IN, ON OR SERVICES UNDER THE GROUND OR ANY BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TO, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY THIS CLAUSE 16. C.I.T. Leasing Corporation A320 NEO Family Purchase Agreement July 2011 THIS INDEMNITY OF THE ASSETS , BUYER WILL NOT APPLY FOR ANY VIOLATION SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES TO THE EXTENT ARISING OUT OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR CAUSED BY THE COMPANY’S DISPOSAL WILLFUL MISCONDUCT OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY GROSS NEGLIGENCE OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSINGSELLER'S SAID REPRESENTATIVES.

Buyer’s Indemnity. BUYER COVENANTS SHALL BE RESPONSIBLE FOR AND AGREES TO INDEMNIFY, DEFENDDEFEND AND HOLD HARMLESS SELLER, ITS DIRECTORS, OFFICERS AND SHAREHOLDERS FROM AND AGAINST ALL LOSSES THAT IN ANY WAY RESULT FROM OR ARISE OUT OF THE USE, OWNERSHIP OR OPERATION OF THE PROPERTIES AND WHICH ACCRUE AND ARE BASED ON OCCURRENCES OR EVENTS AFTER THE EFFECTIVE TIME INCLUDING, WITHOUT LIMITATION (I) ANY LOSSES ARISING FROM ANY INJURY OR OCCURRENCE ON OR RELATING TO THE PROPERTIES, AND HOLD SELLER (II) ALL LOSSES, INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIES, EXPENSES, COSTS OF CLEAN-UP OR REMEDIATION, AND ITS OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM PLUGGING LIABILITIES FOR ANY AND ALL CLAIMSXXXXX, DEMANDSBROUGHT BY ANY AND ALL PERSONS, JUDGMENTSINCLUDING, DAMAGESBUT NOT LIMITED TO, PENALTIESBUYER'S AND SELLER'S EMPLOYEES, FINESAGENTS, COSTSOR REPRESENTATIVES AND ALSO ANY PRIVATE CITIZENS, LIABILITIES PERSONS, OR ORGANIZATIONS AND ANY AGENCY, BRANCH, OR REPRESENTATIVE OF FEDERAL, STATE, OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, DISEASE, OR DEATH OR ANY DAMAGE, DESTRUCTION, LOSS OF PROPERTY OR CONTAMINATION OF NATURAL RESOURCES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS)AIR, SOIL, SURFACE WATER, OR OTHER LOSSESGROUND WATER) RESULTING FROM OR ARISING OUT OF ANY LIABILITY CAUSED BY OR CONNECTED WITH ANY ENVIRONMENTAL CONDITION OF, INCLUDING ATTORNEYS’ AND/ON, OR CONSULTANTS’ FEESRESULTING FROM THE PROPERTIES INCLUDING, COURT COSTS AND LITIGATION EXPENSESBUT NOT LIMITED TO, IN CONNECTION WITH THE PRESENCE PRESENCE, DISPOSAL, OR SUSPECTED PRESENCE RELEASE OF HAZARDOUS SUBSTANCES ANY MATERIAL OF ANY KIND IN, ON OR UNDER THE GROUND PROPERTIES OR ANY BUILDING, STRUCTUREOTHER AFFECTED PROPERTY, OR PAVED SURFACECAUSED BY OR CONNECTED WITH ACTS OR OMISSIONS OF ANY PARTY'S EMPLOYEES, REPRESENTATIVES, OR IN ANY ENVIRONMENTAL MEDIUMAGENTS WITH REGARD TO THE USE, INCLUDING BUT NOT LIMITED TO, THE SOIL, GROUNDWATEROWNERSHIP, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY OPERATORSHIP OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR PROPERTIES AFTER THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSINGTIME.

Buyer’s Indemnity. BUYER COVENANTS AND AGREES TO INDEMNIFY, DEFEND, DEFEND AND HOLD SELLER AND ITS SELLER’S AFFILIATES AND EACH OF THEIR SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, OFFICERS, EMPLOYEES DIRECTORS AND AGENTS REPRESENTATIVES (“SELLER INDEMNITEES”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMSCLAIMS WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, DEMANDSRELATED TO, JUDGMENTSATTRIBUTABLE TO OR ARISING OUT OF THE (I) ASSUMED OBLIGATIONS, DAMAGES, PENALTIES, FINES, COSTS, LIABILITIES (INCLUDING SUMS PAID II) BUYER’S BREACH OF ITS REPRESENTATIONS AND WARRANTIES SET FORTH IN SETTLEMENT OF CLAIMS)ARTICLE 3, OR (III) BUYER’S BREACH OF ITS COVENANTS CONTAINED IN THIS AGREEMENT. THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE SOLE OR PARTIAL OR COMPARATIVE OR CONCURRENT OR OTHER LOSSESFAULT, INCLUDING ATTORNEYS’ AND/NEGLIGENCE OR CONSULTANTS’ FEESSTRICT, COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH PRE-EXISTING OR OTHER LIABILITY ON THE PRESENCE OR SUSPECTED PRESENCE PART OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE GROUND OR ANY BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TOSELLER. ADDITIONALLY, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY NATURE OF THE FOREGOINGOBLIGATIONS OF SELLER, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED BE THEY IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/TORT, CONTRACT, QUASI-CONTRACT, STATUTORY OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSINGOTHERWISE.

Buyer’s Indemnity. BUYER COVENANTS SHALL BE RESPONSIBLE FOR AND AGREES TO INDEMNIFY, DEFENDDEFEND AND HOLD HARMLESS SELLER, ITS DIRECTORS, OFFICERS AND SHAREHOLDERS FROM AND AGAINST ALL LOSSES THAT IN ANY WAY RESULT FROM OR ARISE OUT OF THE USE, OWNERSHIP OR OPERATION OF THE PROPERTIES AND WHICH ACCRUE AND ARE BASED ON OCCURRENCES OR EVENTS AFTER THE EFFECTIVE TIME INCLUDING, WITHOUT LIMITATION (I) ANY LOSSES ARISING FROM ANY INJURY OR OCCURRENCE ON OR RELATING TO THE PROPERTIES, AND HOLD SELLER (II) ALL LOSSES, INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIES, EXPENSES, COSTS OF CLEAN-UP OR REMEDIATION, AND ITS OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM PLUGGING LIABILITIES FOR ANY AND ALL CLAIMSWELLX, DEMANDSXXOUGHT BY ANY AND ALL PERSONS, JUDGMENTSINCLUDING, DAMAGESBUT NOT LIMITED TO, PENALTIESBUYER'S AND SELLER'S EMPLOYEES, FINESAGENTS, COSTSOR REPRESENTATIVES AND ALSO ANY PRIVATE CITIZENS, LIABILITIES PERSONS, OR ORGANIZATIONS AND ANY AGENCY, BRANCH, OR REPRESENTATIVE OF FEDERAL, STATE, OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, DISEASE, OR DEATH OR ANY DAMAGE, DESTRUCTION, LOSS OF PROPERTY OR CONTAMINATION OF NATURAL RESOURCES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS)AIR, SOIL, SURFACE WATER, OR OTHER LOSSESGROUND WATER) RESULTING FROM OR ARISING OUT OF ANY LIABILITY CAUSED BY OR CONNECTED WITH ANY ENVIRONMENTAL CONDITION OF, INCLUDING ATTORNEYS’ AND/ON, OR CONSULTANTS’ FEESRESULTING FROM THE PROPERTIES INCLUDING, COURT COSTS AND LITIGATION EXPENSESBUT NOT LIMITED TO, IN CONNECTION WITH THE PRESENCE PRESENCE, DISPOSAL, OR SUSPECTED PRESENCE RELEASE OF HAZARDOUS SUBSTANCES ANY MATERIAL OF ANY KIND IN, ON OR UNDER THE GROUND PROPERTIES OR ANY BUILDING, STRUCTUREOTHER AFFECTED PROPERTY, OR PAVED SURFACECAUSED BY OR CONNECTED WITH ACTS OR OMISSIONS OF ANY PARTY'S EMPLOYEES, REPRESENTATIVES, OR IN ANY ENVIRONMENTAL MEDIUMAGENTS WITH REGARD TO THE USE, INCLUDING BUT NOT LIMITED TO, THE SOIL, GROUNDWATEROWNERSHIP, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY OPERATORSHIP OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR PROPERTIES AFTER THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSINGTIME.

Buyer’s Indemnity. FOR MATTERS ARISING AFTER CLOSING, BUYER COVENANTS AND AGREES TO INDEMNIFY, DEFEND, AND HOLD SELLER AND ITS OFFICERS, PARTNERS, AFFILIATES, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, JUDGMENTS, DAMAGES, PENALTIES, FINES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS), OR OTHER LOSSES, INCLUDING ATTORNEYS’ AND/OR CONSULTANTS’ FEES, COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE GROUND OR ANY BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TO, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCEPROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSALTHEREFROM. THE RELEASE, COVENANT NOT SXX XXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARESTITLE, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSING.

Buyer’s Indemnity. BUYER COVENANTS AND AGREES TO RELEASE, INDEMNIFY, DEFEND, DEFEND AND HOLD SELLER AND ITS SELLER’S AFFILIATES AND EACH OF THEIR RESPECTIVE SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, OFFICERS, EMPLOYEES DIRECTORS AND AGENTS REPRESENTATIVES (“SELLER INDEMNITEES”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMSCLAIMS WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, DEMANDSRELATED TO, JUDGMENTSATTRIBUTABLE TO OR ARISING OUT OF THE (I) ASSUMED OBLIGATIONS, DAMAGES, PENALTIES, FINES, COSTS, LIABILITIES (INCLUDING SUMS PAID II) BUYER’S BREACH OF ITS REPRESENTATIONS AND WARRANTIES SET FORTH IN SETTLEMENT OF CLAIMS)THIS AGREEMENT, OR (III) BUYER’S BREACH OF ITS COVENANTS CONTAINED IN THIS AGREEMENT. THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE SOLE OR PARTIAL OR COMPARATIVE OR CONCURRENT OR OTHER LOSSESFAULT, INCLUDING ATTORNEYS’ AND/NEGLIGENCE OR CONSULTANTS’ FEESSTRICT, COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH PRE-EXISTING OR OTHER LIABILITY ON THE PRESENCE OR SUSPECTED PRESENCE PART OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE GROUND OR ANY BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TOSELLER. ADDITIONALLY, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY NATURE OF THE FOREGOINGOBLIGATIONS OF SELLER, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED BE THEY IN CONNECTION WITH ANY CLAIM FOR PERSONAL INJURY AND/TORT, CONTRACT, QUASI-CONTRACT, STATUTORY OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSINGOTHERWISE.

Buyer’s Indemnity. BUYER COVENANTS AND AGREES TO INDEMNIFY, DEFEND, DEFEND AND HOLD SELLER SELLER, SELLER’S GROUP AND ITS OFFICERSSELLER’S EMPLOYEES, EMPLOYEES OFFICERS AND AGENTS DIRECTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, JUDGMENTSLOSSES, DAMAGES, PENALTIES, FINESPUNITIVE DAMAGES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT EXPENSES, CAUSES OF CLAIMS)ACTION OR JUDGMENTS OF ANY KIND OR CHARACTER INCLUDING, OR OTHER LOSSESWITHOUT LIMITATION, INCLUDING ANY INTEREST, PENALTY, REASONABLE ATTORNEYS’ AND/OR CONSULTANTS’ FEES, COURT FEES AND OTHER COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE GROUND OR ANY BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TO, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS EXPENSES INCURRED IN CONNECTION THEREWITH OR THE DEFENSE THEREOF (COLLECTIVELY THE “CLAIMS”), WITH ANY CLAIM FOR PERSONAL INJURY AND/RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR DEATHALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, PROPERTY DAMAGERELATED TO, INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVALATTRIBUTABLE TO, OR RESTORATION WORK REQUIRED ARISING OUT OF THE ASSUMED OBLIGATIONS. THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY ANY FEDERALTHIS SECTION SHALL APPLY REGARDLESS OF THE SOLE OR PARTIAL OR COMPARATIVE OR CONCURRENT OR OTHER FAULT, STATENEGLIGENCE OR STRICT, PRE-EXISTING OR OTHER LIABILITY ON THE PART OF SELLER. ADDITIONALLY, THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE OF THE OBLIGATIONS OF SELLER, BE THEY IN TORT, CONTRACT, QUASI-CONTRACT, STATUTORY, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSINGOTHERWISE.