PURCHASER'S INDEMNIFICATION definition

PURCHASER'S INDEMNIFICATION. Purchaser shall indemnify, defend and hold harmless Seller from and against: (i) Corrective Action costs resulting from the ownership or operation of the 76 Assets by Purchaser after the Closing which are not included in Baseline Corrective Action Cost; (ii) Purchaser's share of Baseline Corrective Action Costs as provided in Section 4(a); (iii) Compliance Action Costs resulting from the ownership or operation of the 76 Assets by Purchaser as provided in Section 4(c); (iv) migration of a Hazardous Substance after the Closing which would not have occurred but for Baseline Corrective Action conducted by Purchaser in a manner which constitutes gross negligence or willful misconduct; (v) all Baseline Corrective Action Costs incurred more than twenty-five (25) years after the Closing, except as provided in Section 4(a); (vi) subject to Section 10, any damage resulting from any inaccuracy in any representation or warranty of Purchaser in this Agreement; and (vii) any other obligations for which Purchaser has assumed responsibility pursuant to this Agreement.

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Examples of PURCHASER'S INDEMNIFICATION in a sentence

• NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 12, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER'S INDEMNIFICATION OBLIGATIONS IN THE ACCESS AGREEMENT.

• THE PROVISIONS OF THIS SECTION 11.1 SHALL NOT LIMIT IN ANY MANNER PURCHASER'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 6.3 AND SECTION 13.1 AND SECTION 16.14 OF THIS AGREEMENT WHICH EXPRESSLY SURVIVE SUCH TERMINATION.

• PURCHASER'S INDEMNIFICATION OF SELLER SHALL EXTEND TO AND INCLUDE, WITHOUT LIMITATION, CLAIMS, CAUSES OF ACTION OR DEMANDS BASED ON (i) THE NEGLIGENCE OF PURCHASER, SELLER, OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT, CONCURRENT, OR SOLE, OR (ii) STRICT LIABILITY.