Common use of Indemnification by Buyers Clause in Contracts

Indemnification by Buyers. After the Closing, Buyers shall be responsible for, shall pay on a current basis, and shall indemnify, save, hold harmless, discharge and release Sellers, all of their affiliates, successors and permitted assignees, and all of their respective stockholders, directors, officers, employees, agents and representatives (collectively, “Seller Indemnified Parties”) (Buyer Indemnified Parties and Seller Indemnified Parties sometimes collectively referred to as “Indemnified Parties”) from and against any and all Liabilities arising from, based upon, related to or associated with (a) any act, omission or event involving or relating to the Properties first occurring after the Effective Date or assumed by Buyer pursuant to Section 10.3; (b) the material inaccuracy of any representation or warranty of Buyers set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (c) the material breach of, or failure to, perform or satisfy, any of the covenants of Buyers set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; and (d) any liability of Buyers not assumed by Sellers hereunder. Notwithstanding the foregoing, the Indemnification obligations of Buyer hereunder is limited by and subject to the time limitations set forth in Section 12.1, “Survival.”

Indemnification by Buyers. After In addition to the Closingother indemnities of Buyers contained herein or in the other Transaction Documents or any Lease in favor of Sellers, or either of them, Buyers shall be responsible forprotect, shall pay on a current basis, and shall indemnify, save, hold harmless, discharge save harmless and release Sellers, all defend Sellers and each of their affiliatesrespective partners, predecessors, successors and permitted assigneesassigns, and all of their respective stockholderspast, present and future officers, directors, officers, employees, agents agents, representatives, attorneys and representatives all Persons acting by, through, under or in concert with any of the foregoing (collectively, “Seller Indemnified Parties”) (Buyer Indemnified Parties and Seller Indemnified Parties sometimes collectively referred to as each an “Indemnified PartiesParty”) ), from and against any and all Liabilities arising fromLiabilities, based upon, related relating to or associated with (a) arising out of the Properties, or any actof them, omission whether accruing before or event involving or after the Closing Date, including any Liabilities relating to the Properties first occurring after the Effective Date presence or assumed by Buyer pursuant to Section 10.3; (b) the material inaccuracy existence of Hazardous Substances of any representation kind, on, under or warranty about the Properties, or any of Buyers them, or on adjoining or neighboring property, or arising from any use of the Properties, or any of them, except to the extent such Liabilities were caused by the willful misconduct or gross negligence of any Indemnified Party. Payment shall not be a condition precedent to enforcement of the foregoing indemnification. THE PRECEDING INDEMNIFICATION SHALL APPLY NOTWITHSTANDING THE NEGLIGENCE, WHETHER SOLE, CONTRIBUTORY OR CONCURRENT, OF ANY INDEMNIFIED PARTY. The provisions of this Section 10.2 shall survive the Closing and shall control any limitation on liability set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (c) the material breach of, or failure to, perform or satisfy, any of the covenants of Buyers set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; and (d) any liability of Buyers not assumed by Sellers hereunder. Notwithstanding the foregoing, the Indemnification obligations of Buyer hereunder is limited by and subject to the time limitations set forth in Section 12.1, “SurvivalTransaction Document.”