Common use of Purchaser’s Indemnity Clause in Contracts

Purchaser’s Indemnity. Subject to the terms and conditions of this Agreement, Purchaser agrees to indemnify, hold harmless and defend Seller from and against any loss, liability or damage suffered or incurred by Seller or the Operating Lessee and arising from or in connection with (a) any material breach or default by Purchaser of its representations, warranties or agreements under this Agreement which is not waived or deemed waived by Seller at or prior to Closing, (b) any material breach or default by Purchaser of any of its agreements or obligations under any of the Purchaser Closing Deliveries, (c) the ownership or operation of the Asset and Property from and after the Closing Date, (d) any amounts owed by Purchaser under Section 9.8, and (e) all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Seller in connection with any action, suit, proceeding, demand, arbitration, assessment or judgment incident to any of the matters indemnified against by Purchaser in this Section 11.5. Purchaser understands and agrees that the foregoing indemnity includes an indemnification for certain claims arising from the indemnitee’s negligence, as and to the extent provided herein. This Section 11.5 shall survive Closing.

Purchaser’s Indemnity. Subject to the terms and conditions of this Agreement, Purchaser agrees to indemnify, hold harmless and defend Seller Sellers from and against any loss, liability or damage suffered or incurred by a Seller or the applicable Operating Lessee and arising from or in connection with (a) any material breach or default by Purchaser of its representations, warranties or agreements under this 47 Agreement which is not waived or deemed waived by Seller Sellers at or prior to Closing, (b) any material breach or default by Purchaser of any of its agreements or obligations under any of the Purchaser Closing Deliveries, (c) the ownership or operation of the Asset Assets and Property from and after the Closing Date, (d) any amounts owed by Purchaser under Section 9.8, and (e) all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by a Seller in connection with any action, suit, proceeding, demand, arbitration, assessment or judgment incident to any of the matters indemnified against by Purchaser in this Section 11.5. Purchaser understands and agrees that the foregoing indemnity includes an indemnification for certain claims arising from the indemnitee’s negligence, as and to the extent provided herein. This Section 11.5 shall survive Closing.

Purchaser’s Indemnity. Subject to the terms and conditions of this Agreement, Purchaser agrees to indemnify, hold harmless and defend Seller Sellers from and against any loss, liability or damage suffered or incurred by Seller or the Operating Lessee Sellers and arising from or in connection with (a) any material breach or default by Purchaser of its representations, warranties or agreements under this Agreement which is not waived or deemed waived by Seller Sellers at or prior to Closing, (b) any material breach or default by Purchaser of any of its agreements or obligations under any of the Purchaser Closing Deliveries, (c) the ownership or operation of the Asset and Property from and after the Closing Date, (d) any amounts owed by Purchaser under Section 9.8, and (e) all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by a Seller in connection with any action, suit, proceeding, demand, arbitration, assessment or judgment incident to any of the matters indemnified against by Purchaser in this Section 11.5. Purchaser understands and agrees that the foregoing indemnity includes an indemnification for certain claims arising from the indemnitee’s negligence, as and to the extent provided herein. This Section 11.5 shall survive Closing.

Purchaser’s Indemnity. Subject to the terms and conditions of this Agreement, Purchaser hereby agrees to indemnifyindemnify Sellers against, and to hold Sellers harmless from, all claims, demands, causes of action, losses, damages, liabilities, costs and defend Seller from expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against any loss, liability or damage suffered or incurred by Seller or the Operating Lessee and arising from or Sellers in connection with or arising out of (a) any material breach or default by Purchaser of its representations, warranties or agreements under this Agreement which is not waived or deemed waived by Seller at or prior to Closing, (b) any material breach or default by Purchaser of any of its agreements or obligations under any of the Purchaser Closing Deliveries, (ci) the ownership ownership, maintenance or operation of the Asset Property and Property from and attributable to events occurring on or after the Closing Date, or (dii) a breach of any amounts owed by representation, warranty or covenant of Purchaser contained in this Agreement. Purchaser's obligations under this Section 9.810.4.1 shall survive Closing (however, the indemnity with respect to the matters addressed in clause (ii) above shall survive the Closing only for a period of six (6) months). Notwithstanding anything to the contrary contained herein, (i) Purchaser's indemnity obligations hereunder will not extend to claims arising out of the negligence or willful misconduct of any Seller, and (eii) all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Seller in connection with no event shall such indemnification cover any actionindirect or consequential damages of any Seller, suitincluding, proceedingwithout limitation, demand, arbitration, assessment or judgment incident to any of the matters indemnified against by Purchaser in this Section 11.5. Purchaser understands and agrees that the foregoing indemnity includes an indemnification for certain claims arising from the indemnitee’s negligence, as and to the extent provided herein. This Section 11.5 shall survive Closinglost profits.