Indemnities of Buyer. Effective as of the Closing, Buyer and its successors and assigns shall assume, be responsible for, shall pay on a current basis, and hereby defend, indemnify, hold harmless and forever release Seller and its Affiliates, and all of their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Seller Indemnified Parties”) from and against any and all Liabilities arising from, based upon, related to or associated with:
Indemnities of Buyer. Buyer agrees that it will protect, defend, indemnify and hold Seller harmless from and against all actions, causes of action, suits, claims, costs, losses, penalties, damages, liabilities and expenses of any kind whatsoever, including reasonable attorneys' fees ("Claims"), based upon or arising out of: (i) any Claim for personal injury or property damage occurring on or about the Property after the Closing Date or in connection with Buyer's or its agents' or independent contractors' access to the Property prior to the Closing Date; (ii) any Claims related to construction defects, soil subsidence or other similar claims related to the Land, the Lots or the Improvements or any other improvements of any kind made thereto or constructed thereon; and (iii) any other Claim arising out of Buyer's ownership or operation of the Property after the Closing Date. 6.6
Indemnities of Buyer. Effective as of the Closing, Buyer and their respective successors and assigns shall assume, be responsible for, shall pay on a current basis and agree to defend, indemnify, hold harmless and forever release SM Energy and its Affiliates, and all of their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “SM Indemnified Parties”) from and against any and all Liabilities arising from, based upon, related to or associated with:
Indemnities of Buyer. Effective as of the Closing, Buyer and its successors and assigns shall be responsible for, shall pay, and will defend, indemnify, and hold harmless Seller and the Selling Subsidiaries, and all of their respective equity holders, partners, members (excluding, in each case, equity holders, partners or members solely by virtue of holding publicly traded shares, units or other interests), and directors, officers, managers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”) from and against any and all Liabilities to the extent arising from, based upon, related to or associated with:
Indemnities of Buyer. Regardless of any investigation made at any time by or on behalf of any Party or any information any Party may have, and regardless of the presence or absence of insurance, Buyer shall indemnify and hold harmless Seller and its Indemnity Group from and against any and all Claims and Liabilities caused by, arising out of, resulting from, or relating in any way to, and to pay to Seller or its Indemnity Group any sum that Seller or its Indemnity Group pays, or becomes obligated to pay, on account of: (a) any breach or default in the performance by Buyer or Parent of any covenant or agreement of Buyer or Parent contained in this Agreement or any document executed in connection herewith; (b) any breach of a warranty or an inaccurate or erroneous representation made by Buyer or Parent in this Agreement (provided, however, that for purposes of this Section 9.3, all qualifications relating to materiality contained in such representations and warranties shall be disregarded); and (c) all Assumed Liabilities.
Indemnities of Buyer. Effective as of the Closing, subject to the limitations set forth in Section 10.3, Xxxxx hereby agrees to Indemnify the Seller Indemnified Parties from and against any and all Losses to the extent arising out of or resulting from:
Indemnities of Buyer. Effective as of the Closing, Buyer and its successors and assigns shall assume, be responsible for, shall pay on a current basis, and hereby defends, indemnifies, holds harmless and forever releases Seller and its Affiliates, and all of their respective equity holders, partners and members (excluding, in each case, equity holders, partners or members solely by virtue of holding publicly traded shares, units or other interests), and directors, officers, managers, employees, agents and representatives (collectively, “Seller Indemnified Parties”) from and against any and all Liabilities arising from, based upon, related to or associated with:
Indemnities of Buyer. If the Closing occurs, regardless of any investigation made at any time by or on behalf of any Party or any information any Party may have, and regardless of the presence or absence of insurance, Buyer shall indemnify and hold harmless Seller and its Indemnity Group from and against any and all Claims and Liabilities caused by, arising out of, resulting from, or relating in any way to, and to pay to Seller or its Indemnity Group any sum that Seller or its Indemnity Group pays, or becomes obligated to pay, on account of: (a) any breach or default in the performance by Buyer of any covenant or Agreement of Buyer contained in this Agreement or any document executed in connection herewith; (b) any breach of a warranty or an inaccurate or erroneous representation made by Buyer in this Agreement (provided, however, that for purposes of this Section 11.3, all qualifications relating to Knowledge, materiality, or the requirement of a Material Adverse Effect contained in such representations and warranties shall be disregarded, except for the requirement of a Material Adverse Effect in Section 4.1(k)); and (c) all duties, obligations, and Liabilities accruing or resulting from, arising out of, or otherwise associated with the business and operations of the Company and the ownership, use, and operation of the Assets, whether such duties, obligations, or Liabilities accrue or arise before, at, or after the Effective Time, EXCEPT FOR Claims and Liabilities for which Buyer is entitled to receive indemnification from Seller under this Agreement (assuming that Buyer asserts any such right to indemnification in a timely and proper manner as provided in this Article XI).
Indemnities of Buyer. Effective as of the Closing and thereafter, except for Liabilities for which SM Energy is required to indemnify Buyer Indemnified Parties under Section 13.2, Buyer and its successors and assigns shall assume, be responsible for, shall pay on a current basis and shall defend, indemnify, hold harmless and forever release SM Energy and its Affiliates, and all of their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives, except for stockholders of any publicly traded entity (collectively, “SM Indemnified Parties”), and releases the SM Indemnified Parties from and against any and all Liabilities arising from, based upon, related to or associated with:
Indemnities of Buyer. Effective as of the Closing, subject to the limitations set forth herein (including those set forth in Sections 8.4, 8.6, 8.7 and 8.8), Buyer and its successors and assigns shall assume, be responsible for, shall pay on a current basis and defend, indemnify, hold harmless and forever release Sellers and their respective Affiliates, and all of their respective HN\1533753.22 partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Seller Indemnified Parties”) from and against any and all Liabilities arising from, based upon, related to or associated with:
