Indemnities of Sellers. 33 ---------------------- 9.5 Assertion of Claims; Notices; Defense; Settlement. 33 -------------------------------------------------- 9.6 Limitation on Damages. 34 --------------------- 9.7
Indemnities of Sellers. 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, each Seller shall indemnify and hold harmless Buyer 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 Buyer or its Indemnity Group any sum that Buyer or its Indemnity Group pays or becomes obligated to pay, on account of: (a) any breach or default in the performance by that Seller of any covenant or agreement of that Seller 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 that Seller in this Agreement (provided, however, that for purposes of this Section 9.4, all qualifications relating to materiality contained in such representations and warranties, except for Section 3.1(s), shall be disregarded); and (c) all that Seller's Retained Liabilities.
Indemnities of Sellers. Notwithstanding anything to the contrary contained in Section 8.1 herein, Sellers shall, jointly and severally, indemnify, defend and hold harmless Buyer, its Affiliates (including the Company) and their directors, officers, stockholders, agents, successors and permitted assigns from and against, and shall pay and reimburse the foregoing Persons for, any and all Losses relating to or arising out of:
Indemnities of Sellers. (a) Effective as of the Closing, each Seller hereby agrees to Indemnify the Purchaser Indemnified Parties from and against any and all Losses actually suffered or incurred by the Purchaser Indemnified Parties in excess of the Representation and Warranty Policy Limit to the extent arising out of or resulting from:
Indemnities of Sellers. Effective as of the Closing, subject to the limitations set forth in Section 13.4 and otherwise contained in this Article XIII, each Seller, severally and not jointly, is responsible for, shall pay on a current basis and agrees to defend, indemnify and hold harmless Buyer and its Affiliates, and all of its and their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Buyer Indemnified Parties”) from and against any and all Liabilities, arising from, based upon, related to or associated with:
Indemnities of Sellers. The Note Seller, severally, and all of the other Sellers, jointly and severally, agree to indemnify and hold harmless Pittencrieff and New PCI and their officers, directors, employees and agents against and in respect of all Pittencrieff Losses of such indemnified party. The term "Pittencrieff Losses" of an indemnified party shall mean all liabilities, judgments, assessments, losses, fines, penalties, costs (including reasonable attorney's fees and disbursements), damages and expenses arising out of or in respect of (x) a breach of any representation, warranty or covenant made by the Sellers, the Partnerships or the Corporations in this Agreement and any liability for Taxes or for liabilities arising under ERISA, in either case that are attributable to the Sellers, the Corporations, the Partnerships or any of their affiliates for periods prior to the Closing, notwithstanding any disclosure made in any Schedule to this Agreement relating thereto; or (y) any inaccuracy or misrepresentation in any Schedule to this Agreement or in any certificate delivered by the Sellers at Closing; or (z) any claim or action asserted by any third party arising out of or in connection with any event, act or omission occurring prior to the Closing in connection with the Sellers' Partnerships' or Corporations' conduct of business prior to the Closing. If and when any Pittencrieff Losses shall have been finally determined under this Section 13, Sellers shall, if pursuant to a third party action, pay to any third party that part of the Pittencrieff Losses due to such third party and, if the indemnified party has incurred any portion of the Pittencrieff Losses, pay to the indemnified party such portion in reimbursement thereof. In no event shall there by any duplication of payment of the Pittencrieff Losses. Notwithstanding the foregoing, the indemnification obligations hereunder with respect to the San Diego Systems shall be solely the obligation of AMI. 13.2.
Indemnities of Sellers. (a) Sellers shall, to the fullest extent permitted by law, protect, defend, indemnify, and hold Buyer and its affiliates, including its directors, officers, employees, agents, and representatives of each of them, harmless from and against any and all Claims attributable to or arising out of (i) any act or omission by Sellers involving or related to the Interests occurring before the Effective Time, except as limited in (x), (y) and (z) below, (ii) the matters set forth on Exhibit "E" hereto, and (iii) the breach by Sellers of the representations contained in Section 7 hereof; provided, however, this indemnity is limited and shall not cover or include (x) matters pertaining to title to the Interests, all of which will be governed by Section 4 hereof, (y) any Claims with respect to any and all gas balancing liabilities and obligations or alleged or threatened liabilities and obligations, all of which will be governed by Section 14 hereof, or (z) any Claims with respect to any violation of Environmental Laws (regardless of the dollar amount in issue) waived pursuant to Section 13 hereof.
Indemnities of Sellers
