Common use of Buyer’s Indemnity Clause in Contracts

Buyer’s Indemnity. (a) SUBJECT TO SECTION 13.8, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSING, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN AND (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOW, BUYER SHALL INDEMNIFY, HOLD HARMLESS, RELEASE AND DEFEND SELLER FROM AND AGAINST ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS AND OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIES, COSTS OF ASSESSMENT, CLEAN-UP, REMOVAL AND REMEDIATION OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT BY ANY AND ALL PERSONS AND ANY AGENCY OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS OR DEATH, ANY DAMAGE TO, DESTRUCTION OR LOSS OF PROPERTY, AND ANY CONTAMINATION OR POLLUTION OF NATURAL RESOURCES (INCLUDING SOIL, AIR, SURFACE WATER OR GROUNDWATER) TO THE EXTENT ANY OF THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION OF THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFORE, ON OR AFTER THE EFFECTIVE TIME, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE ASSETS OR THE LANDS.

Buyer’s Indemnity. UPON CLOSING, BUYER AGREES TO INDEMNIFY, RELEASE, DEFEND AND HOLD HARMLESS THE XXXXX-XXXX PARTIES (aEXCLUDING, XXXXX-XXXX FB/M SUCCESSOR AND PILLAR FB/M SUCCESSOR, WHICH, UPON THE CLOSING, SHALL NOT BE CONSIDERED TO BE XXXXX-XXXX PARTIES FOR PURPOSES OF SUCH INDEMNIFICATION), ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND PERMITTED ASSIGNS FROM AND AGAINST ANY CLAIMS, LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION, DAMAGE TO PROPERTY, OR INJURY OR DEATH OF PERSONS, COURT COSTS, REASONABLE ATTORNEY’S FEES AND EXPENSES OF EXPERTS) SUBJECT CAUSED BY, ARISING FROM OR ATTRIBUTABLE TO SECTION 13.8, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSING, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN AND THE FB/M OBLIGATIONS OR (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOWBREACH BY BUYER OF ANY OF ITS REPRESENTATIONS, BUYER SHALL INDEMNIFYWARRANTIES AND OBLIGATIONS UNDER THIS AGREEMENT, HOLD HARMLESSREGARDLESS OF WHETHER SUCH CLAIMS, RELEASE AND DEFEND SELLER FROM AND AGAINST ALL DAMAGESLIABILITIES, LOSSES, CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS AND OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIESDAMAGES, COSTS OF ASSESSMENT, CLEAN-UP, REMOVAL AND REMEDIATION OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR ARE DUE IN WHOLE OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT BY ANY AND ALL PERSONS AND ANY AGENCY OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS OR DEATH, ANY DAMAGE TO, DESTRUCTION OR LOSS OF PROPERTY, AND ANY CONTAMINATION OR POLLUTION OF NATURAL RESOURCES (INCLUDING SOIL, AIR, SURFACE WATER OR GROUNDWATER) IN PART TO THE EXTENT ANY NEGLIGENCE OF XXXXX-XXXX PARTIES, BUT EXCLUDING THOSE DERIVED OR RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION OF THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFORE, ON OR AFTER THE EFFECTIVE TIME, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE ASSETS OR THE LANDSXXXXX-XXXX PARTIES.

Buyer’s Indemnity. (a) SUBJECT TO SECTION 13.814.8, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSING, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN AND (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 14.8 BELOW, BUYER SHALL INDEMNIFY, HOLD HARMLESS, RELEASE AND DEFEND SELLER FROM AND AGAINST ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS AND OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIES, COSTS OF ASSESSMENT, CLEAN-UP, REMOVAL AND REMEDIATION OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT BY ANY AND ALL PERSONS AND ANY AGENCY OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS OR DEATH, ANY DAMAGE TO, DESTRUCTION OR LOSS OF PROPERTY, AND ANY CONTAMINATION OR POLLUTION OF NATURAL RESOURCES (INCLUDING SOIL, AIR, SURFACE WATER OR GROUNDWATER) TO THE EXTENT ANY OF THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION OF THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFORE, ON OR AFTER THE EFFECTIVE TIME, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE ASSETS OR THE LANDS.

Buyer’s Indemnity. (a) FROM AND AFTER THE CLOSING DATE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER AGREES, SUBJECT TO SELLER’S LIMITED INDEMNITY AS SET FORTH IN SECTION 13.812.5 ABOVE , TO INDEMNIFY, DEFEND, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSINGHOLD HARMLESS SELLER AND SELLER’S DIRECTORS, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES, SUCCESSORS AND (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOWASSIGNS , BUYER SHALL INDEMNIFY, HOLD HARMLESS, RELEASE AND DEFEND SELLER FROM AND AGAINST ANY AND ALL DAMAGESLIABILITIES, LOSSESCLAIMS, STRICT LIABILITY CLAIMS, DEMANDS, CAUSES OF ACTIONLAWSUITS, JUDGMENTS AND OTHER COSTS JUDGMENTS, ORDERS, FINES, PENALTIES, DAMAGES, EXPENSES (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINESREASONABLE ATTORNEYS’ FEES), PENALTIESCOSTS, COSTS OF ASSESSMENT, ENVIRONMENTAL ASSESSMENT AND CLEAN-UP, REMOVAL AND REMEDIATION UP COSTS AND/OR CAUSES OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT ACTION ASSERTED BY ANY AND ALL PERSONS AND ANY AGENCY PERSON OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY ENTITY FOR PERSONAL INJURY, ILLNESS INJURY OR DEATH, ANY FOR COMPLIANCE WITH REGULATIONS, ORDERS, OR GUIDELINES, OR FOR LOSS OR DAMAGE TOTO THE PARTIES OR THE ENVIRONMENT (collectively, DESTRUCTION “Liabilities/Claims”), ARISING FROM OR LOSS RELATING TO THE OWNERSHIP, USE, OR OPERATION OF PROPERTYTHE ASSETS BY BUYER OR ITS ASSIGNS AFTER CLOSING, AND ANY CONTAMINATION OR POLLUTION THE EXPRESS ASSUMPTION OF NATURAL RESOURCES RESPONSIBILITIES HEREUNDER BY BUYER AT CLOSING CONCERNING THE ASSETS, REGARDLESS OF WHETHER SUCH POST-CLOSING LIABILITIES/CLAIMS ARE CAUSED BY OR ARISE FROM SELLER’S PRE-CLOSING ORDINARY NEGLIGENCE (INCLUDING SOILBUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), AIRACTIONS, SURFACE WATER OR GROUNDWATER) OMISSIONS RELATING TO THE OPERATION, DESIGN, PHYSICAL CONDITION, OR MAINTENANCE STATUS OF THE ASSETS, BUT EXCLUDING SUCH POST-CLOSING LIABILITIES/CLAIMS TO THE EXTENT ANY OF THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION THE NEGLIGENCE OF THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFORE, ON OR SELLER THAT OCCURS AFTER THE EFFECTIVE TIME, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE ASSETS OR THE LANDSCLOSING.

Buyer’s Indemnity. (a) FROM AND AFTER THE CLOSING DATE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER AGREES, SUBJECT TO SELLER’S LIMITED INDEMNITY AS SET FORTH IN SECTION 13.812.3 ABOVE, TO INDEMNIFY, DEFEND, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSINGHOLD HARMLESS SELLER AND SELLER’S DIRECTORS, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES, SUCCESSORS AND (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOWASSIGNS , BUYER SHALL INDEMNIFY, HOLD HARMLESS, RELEASE AND DEFEND SELLER FROM AND AGAINST ANY AND ALL DAMAGESLIABILITIES, LOSSESCLAIMS, STRICT LIABILITY CLAIMS, DEMANDS, CAUSES OF ACTIONLAWSUITS, JUDGMENTS AND OTHER COSTS JUDGMENTS, ORDERS, FINES, PENALTIES, DAMAGES, EXPENSES (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINESREASONABLE ATTORNEYS’ FEES), PENALTIESCOSTS, COSTS OF ASSESSMENT, ENVIRONMENTAL ASSESSMENT AND CLEAN-UP, REMOVAL AND REMEDIATION UP COSTS AND/OR CAUSES OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT ACTION ASSERTED BY ANY AND ALL PERSONS AND ANY AGENCY PERSON OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY ENTITY FOR PERSONAL INJURY, ILLNESS INJURY OR DEATH, ANY FOR COMPLIANCE WITH REGULATIONS, ORDERS, OR GUIDELINES, OR FOR LOSS OR DAMAGE TOTO THE PARTIES OR THE ENVIRONMENT (collectively, DESTRUCTION “Liabilities/Claims”), ARISING FROM OR LOSS RELATING TO THE OWNERSHIP, USE, OR OPERATION OF PROPERTYTHE ASSETS BY BUYER OR ITS ASSIGNS AFTER CLOSING, AND ANY CONTAMINATION OR POLLUTION THE EXPRESS ASSUMPTION OF NATURAL RESOURCES RESPONSIBILITIES HEREUNDER BY BUYER AT CLOSING CONCERNING THE ASSETS, REGARDLESS OF WHETHER SUCH POST-CLOSING LIABILITIES/CLAIMS ARE CAUSED BY OR ARISE FROM SELLER’S PRE-CLOSING ORDINARY NEGLIGENCE (INCLUDING SOILBUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), AIRACTIONS, SURFACE WATER OR GROUNDWATER) OMISSIONS RELATING TO THE OPERATION, DESIGN, PHYSICAL CONDITION, OR MAINTENANCE STATUS OF THE ASSETS, BUT EXCLUDING SUCH POST-CLOSING LIABILITIES/CLAIMS TO THE EXTENT ANY OF THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION THE NEGLIGENCE OF THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFORE, ON OR SELLER THAT OCCURS AFTER THE EFFECTIVE TIME, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE ASSETS OR THE LANDSCLOSING.

Buyer’s Indemnity. (a) FROM AND AFTER THE CLOSING DATE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER AGREES, SUBJECT TO SELLER’S LIMITED INDEMNITY AS SET FORTH IN SECTION 13.812.5 ABOVE, TO INDEMNIFY, DEFEND, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSINGHOLD HARMLESS SELLER AND SELLER’S DIRECTORS, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES, SUCCESSORS AND (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOWASSIGNS , BUYER SHALL INDEMNIFY, HOLD HARMLESS, RELEASE AND DEFEND SELLER FROM AND AGAINST ANY AND ALL DAMAGESLIABILITIES, LOSSESCLAIMS, STRICT LIABILITY CLAIMS, DEMANDS, CAUSES OF ACTIONLAWSUITS, JUDGMENTS AND OTHER COSTS JUDGMENTS, ORDERS, FINES, PENALTIES, DAMAGES, EXPENSES (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINESREASONABLE ATTORNEYS’ FEES), PENALTIESCOSTS, COSTS OF ASSESSMENT, ENVIRONMENTAL ASSESSMENT AND CLEAN-UP, REMOVAL AND REMEDIATION UP COSTS AND/OR CAUSES OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT ACTION ASSERTED BY ANY AND ALL PERSONS AND ANY AGENCY PERSON OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY ENTITY FOR PERSONAL INJURY, ILLNESS INJURY OR DEATH, ANY FOR COMPLIANCE WITH REGULATIONS, ORDERS, OR GUIDELINES, OR FOR LOSS OR DAMAGE TOTO THE PARTIES OR THE ENVIRONMENT (collectively, DESTRUCTION “Liabilities/Claims”), ARISING FROM OR LOSS RELATING TO THE OWNERSHIP, USE, OR OPERATION OF PROPERTYTHE ASSETS BY BUYER OR ITS ASSIGNS AFTER CLOSING, AND ANY CONTAMINATION OR POLLUTION THE EXPRESS ASSUMPTION OF NATURAL RESOURCES RESPONSIBILITIES HEREUNDER BY BUYER AT CLOSING CONCERNING THE ASSETS, REGARDLESS OF WHETHER SUCH POST-CLOSING LIABILITIES/CLAIMS ARE CAUSED BY OR ARISE FROM SELLER’S PRE-CLOSING ORDINARY NEGLIGENCE (INCLUDING SOILBUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), AIRACTIONS, SURFACE WATER OR GROUNDWATER) OMISSIONS RELATING TO THE OPERATION, DESIGN, PHYSICAL CONDITION, OR MAINTENANCE STATUS OF THE ASSETS, BUT EXCLUDING SUCH POST-CLOSING LIABILITIES/CLAIMS TO THE EXTENT ANY OF THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION THE NEGLIGENCE OF THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFORE, ON OR SELLER THAT OCCURS AFTER THE EFFECTIVE TIME, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE ASSETS OR THE LANDSCLOSING.

Buyer’s Indemnity. (a) FROM AND AFTER THE CLOSING DATE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER AGREES, SUBJECT TO SELLER’S LIMITED INDEMNITY AS SET FORTH IN SECTION 13.812.3 ABOVE , TO INDEMNIFY, DEFEND, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSINGHOLD HARMLESS SELLER AND SELLER’S DIRECTORS, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES, SUCCESSORS AND (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOWASSIGNS , BUYER SHALL INDEMNIFY, HOLD HARMLESS, RELEASE AND DEFEND SELLER FROM AND AGAINST ANY AND ALL DAMAGESLIABILITIES, LOSSESCLAIMS, STRICT LIABILITY CLAIMS, DEMANDS, CAUSES OF ACTIONLAWSUITS, JUDGMENTS AND OTHER COSTS JUDGMENTS, ORDERS, FINES, PENALTIES, DAMAGES, EXPENSES (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINESREASONABLE ATTORNEYS’ FEES), PENALTIESCOSTS, COSTS OF ASSESSMENT, ENVIRONMENTAL ASSESSMENT AND CLEAN-UP, REMOVAL AND REMEDIATION UP COSTS AND/OR CAUSES OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT ACTION ASSERTED BY ANY AND ALL PERSONS AND ANY AGENCY PERSON OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY ENTITY FOR PERSONAL INJURY, ILLNESS INJURY OR DEATH, ANY FOR COMPLIANCE WITH REGULATIONS, ORDERS, OR GUIDELINES, OR FOR LOSS OR DAMAGE TOTO THE PARTIES OR THE ENVIRONMENT (collectively, DESTRUCTION “Liabilities/Claims”), ARISING FROM OR LOSS RELATING TO THE OWNERSHIP, USE, OR OPERATION OF PROPERTYTHE ASSETS BY BUYER OR ITS ASSIGNS AFTER CLOSING, AND ANY CONTAMINATION OR POLLUTION THE EXPRESS ASSUMPTION OF NATURAL RESOURCES RESPONSIBILITIES HEREUNDER BY BUYER AT CLOSING CONCERNING THE ASSETS, REGARDLESS OF WHETHER SUCH POST-CLOSING LIABILITIES/CLAIMS ARE CAUSED BY OR ARISE FROM SELLER’S PRE-CLOSING ORDINARY NEGLIGENCE (INCLUDING SOILBUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), AIRACTIONS, SURFACE WATER OR GROUNDWATER) OMISSIONS RELATING TO THE OPERATION, DESIGN, PHYSICAL CONDITION, OR MAINTENANCE STATUS OF THE ASSETS, BUT EXCLUDING SUCH POST-CLOSING LIABILITIES/CLAIMS TO THE EXTENT ANY OF THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION THE NEGLIGENCE OF THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFORE, ON OR SELLER THAT OCCURS AFTER THE EFFECTIVE TIME, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE ASSETS OR THE LANDS.CLOSING. CONFIDENTIAL

Buyer’s Indemnity. (a) SUBJECT BUYER COVENANTS AND AGREES TO SECTION 13.8INDEMNIFY, DEFEND, AND (i) BEGINNING ON A DATE TWO YEARS HOLD SELLER AND ITS OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM CLOSING, WITH RESPECT TO ANY AND ALL LIABILITIES DESCRIBED HEREIN AND (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOW, BUYER SHALL INDEMNIFY, HOLD HARMLESS, RELEASE AND DEFEND SELLER FROM AND AGAINST ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, CAUSES OF ACTIONJUDGMENTS, JUDGMENTS AND OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINESDAMAGES, PENALTIES, COSTS FINES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT OF ASSESSMENTCLAIMS), CLEAN-UP, REMOVAL AND REMEDIATION OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT BY ANY AND ALL PERSONS AND ANY AGENCY OR OTHER BODY LOSSES, INCLUDING ATTORNEYS’ AND/OR CONSULTANTS’ FEES, COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS OR DEATH, ANY DAMAGE TO, DESTRUCTION OR LOSS OF PROPERTY, AND ANY CONTAMINATION OR POLLUTION OF NATURAL RESOURCES (INCLUDING SOIL, AIR, SURFACE WATER OR GROUNDWATER) TO THE EXTENT ANY OF THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION OF THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFOREHAZARDOUS SUBSTANCES IN, ON OR AFTER UNDER THE EFFECTIVE TIMEGROUND OR ANY BUILDING, INCLUDINGSTRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TO, THE PRESENCESOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR EMANATING FROM ANY OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS OR FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR RELEASE ARRANGING FOR DISPOSAL OF A HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY MATERIAL (WHETHER HAZARDOUSCLAIM FOR PERSONAL INJURY AND/OR DEATH, EXTREMELY HAZARDOUSPROPERTY DAMAGE, TOXIC INVESTIGATION OF SITE CONDITIONS OR OTHERWISE) ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF ANY KIND THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE ASSETS GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM RELATED TO THE LANDSASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL. THE RELEASE, COVENANT NOT SXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSING.

Buyer’s Indemnity. BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER AND SELLER’S AFFILIATES AND EACH OF THEIR SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, OFFICERS, DIRECTORS AND REPRESENTATIVES (a“SELLER INDEMNITEES”) SUBJECT TO SECTION 13.8, HARMLESS FROM AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSING, AGAINST ANY AND ALL CLAIMS WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, RELATED TO, ATTRIBUTABLE TO OR ARISING OUT OF THE (iiI) FROM ASSUMED OBLIGATIONS, (II) BUYER’S BREACH OF ITS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3, OR (III) BUYER’S BREACH OF ITS COVENANTS CONTAINED IN THIS AGREEMENT. THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION 13.8 BELOWSHALL APPLY REGARDLESS OF THE SOLE OR PARTIAL OR COMPARATIVE OR CONCURRENT OR OTHER FAULT, BUYER SHALL INDEMNIFYNEGLIGENCE OR STRICT, HOLD HARMLESS, RELEASE AND DEFEND SELLER FROM AND AGAINST ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS AND PRE-EXISTING OR OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIES, COSTS OF ASSESSMENT, CLEAN-UP, REMOVAL AND REMEDIATION OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES LIABILITY ON THE LANDS) BROUGHT PART OF SELLER. ADDITIONALLY, THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY ANY AND ALL PERSONS AND ANY AGENCY OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS OR DEATH, ANY DAMAGE TO, DESTRUCTION OR LOSS OF PROPERTY, AND ANY CONTAMINATION OR POLLUTION OF NATURAL RESOURCES (INCLUDING SOIL, AIR, SURFACE WATER OR GROUNDWATER) TO THE EXTENT ANY THIS SECTION SHALL APPLY REGARDLESS OF THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION NATURE OF THE ASSETS OR LANDSOBLIGATIONS OF SELLER, WHETHER CREATED OR EXISTING BEFOREBE THEY IN TORT, ON OR AFTER THE EFFECTIVE TIMECONTRACT, INCLUDINGQUASI-CONTRACT, BUT NOT LIMITED TO, THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC STATUTORY OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE ASSETS OR THE LANDS.

Buyer’s Indemnity. (a) SUBJECT FOR MATTERS ARISING AFTER CLOSING, BUYER COVENANTS AND AGREES TO SECTION 13.8INDEMNIFY, DEFEND, AND (i) BEGINNING ON A DATE TWO YEARS HOLD SELLER AND ITS OFFICERS, PARTNERS, AFFILIATES, EMPLOYEES AND AGENTS HARMLESS FROM CLOSING, WITH RESPECT TO ANY AND ALL LIABILITIES DESCRIBED HEREIN AND (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOW, BUYER SHALL INDEMNIFY, HOLD HARMLESS, RELEASE AND DEFEND SELLER FROM AND AGAINST ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, CAUSES OF ACTIONJUDGMENTS, JUDGMENTS AND OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINESDAMAGES, PENALTIES, COSTS FINES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT OF ASSESSMENTCLAIMS), CLEAN-UP, REMOVAL AND REMEDIATION OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT BY ANY AND ALL PERSONS AND ANY AGENCY OR OTHER BODY LOSSES, INCLUDING ATTORNEYS’ AND/OR CONSULTANTS’ FEES, COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH THE PRESENCE OR SUSPECTED PRESENCE OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS OR DEATH, ANY DAMAGE TO, DESTRUCTION OR LOSS OF PROPERTY, AND ANY CONTAMINATION OR POLLUTION OF NATURAL RESOURCES (INCLUDING SOIL, AIR, SURFACE WATER OR GROUNDWATER) TO THE EXTENT ANY OF THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION OF THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFOREHAZARDOUS SUBSTANCES IN, ON OR AFTER UNDER THE EFFECTIVE TIMEGROUND OR ANY BUILDING, INCLUDINGSTRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING BUT NOT LIMITED TO, THE PRESENCESOIL, DISPOSAL GROUNDWATER, OR RELEASE SOIL VAPOR ON OR UNDER, OR EMANATING FROM THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH ANY MATERIAL (WHETHER HAZARDOUSCLAIM FOR PERSONAL INJURY AND/OR DEATH, EXTREMELY HAZARDOUSPROPERTY DAMAGE, TOXIC INVESTIGATION OF SITE CONDITIONS OR OTHERWISE) ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF ANY KIND THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER THE ASSETS GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE OR EMANATING THEREFROM. THE LANDSRELEASE, COVENANT NOT XXX AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE, AND BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY SEPARATE INSTRUMENT AT THE TIME OF CLOSING.

Buyer’s Indemnity. (a) SUBJECT TO SECTION 13.8, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSING, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN AND (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOW, BUYER SHALL BE RESPONSIBLE FOR AND INDEMNIFY, DEFEND AND HOLD HARMLESSHARMLESS SELLER, RELEASE ITS DIRECTORS, OFFICERS AND DEFEND SELLER SHAREHOLDERS FROM AND AGAINST ALL DAMAGESLOSSES THAT IN ANY WAY RESULT FROM OR ARISE OUT OF THE USE, OWNERSHIP OR OPERATION OF THE PROPERTIES AND WHICH ACCRUE AND ARE BASED ON OCCURRENCES OR EVENTS AFTER THE EFFECTIVE TIME INCLUDING, WITHOUT LIMITATION (I) ANY LOSSES ARISING FROM ANY INJURY OR OCCURRENCE ON OR RELATING TO THE PROPERTIES, AND (II) ALL LOSSES, CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS AND OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIES, EXPENSES, COSTS OF ASSESSMENT, CLEAN-UP, REMOVAL AND REMEDIATION OF POLLUTION UP OR CONTAMINATIONREMEDIATION, AND EXPENSES PLUGGING LIABILITIES FOR THE MODIFICATIONANY AND ALL WELLX, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT XXOUGHT BY ANY AND ALL PERSONS PERSONS, INCLUDING, BUT NOT LIMITED TO, BUYER'S AND SELLER'S EMPLOYEES, AGENTS, OR REPRESENTATIVES AND ALSO ANY PRIVATE CITIZENS, PERSONS, OR ORGANIZATIONS AND ANY AGENCY AGENCY, BRANCH, OR OTHER BODY REPRESENTATIVE OF FEDERAL, STATE STATE, OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS DISEASE, OR DEATHDEATH OR ANY DAMAGE, ANY DAMAGE TODESTRUCTION, DESTRUCTION OR LOSS OF PROPERTY, AND ANY PROPERTY OR CONTAMINATION OR POLLUTION OF NATURAL RESOURCES (INCLUDING AIR, SOIL, AIRSURFACE WATER, SURFACE WATER OR GROUNDWATERGROUND WATER) TO THE EXTENT RESULTING FROM OR ARISING OUT OF ANY OF THE FOREGOING DIRECTLY OR INDIRECTLY IS LIABILITY CAUSED BY OR OTHERWISE INVOLVES CONNECTED WITH ANY ENVIRONMENTAL CONDITION OF OF, ON, OR RESULTING FROM THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFORE, ON OR AFTER THE EFFECTIVE TIME, PROPERTIES INCLUDING, BUT NOT LIMITED TO, THE PRESENCE, DISPOSAL DISPOSAL, OR RELEASE OF ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE ASSETS PROPERTIES OR OTHER AFFECTED PROPERTY, OR CAUSED BY OR CONNECTED WITH ACTS OR OMISSIONS OF ANY PARTY'S EMPLOYEES, REPRESENTATIVES, OR AGENTS WITH REGARD TO THE LANDSUSE, OWNERSHIP, OR OPERATORSHIP OF THE PROPERTIES AFTER THE EFFECTIVE TIME.

Buyer’s Indemnity. BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER, SELLER’S GROUP AND SELLER’S EMPLOYEES, OFFICERS AND DIRECTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, PUNITIVE DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION OR JUDGMENTS OF ANY KIND OR CHARACTER INCLUDING, WITHOUT LIMITATION, ANY INTEREST, PENALTY, REASONABLE ATTORNEYS’ FEES AND OTHER COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH OR THE DEFENSE THEREOF (a) SUBJECT TO SECTION 13.8, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSINGCOLLECTIVELY THE “CLAIMS”), WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN AND (ii) FROM OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, RELATED TO, ATTRIBUTABLE TO, OR ARISING OUT OF THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO ASSUMED OBLIGATIONS. THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION 13.8 BELOWSHALL APPLY REGARDLESS OF THE SOLE OR PARTIAL OR COMPARATIVE OR CONCURRENT OR OTHER FAULT, BUYER SHALL INDEMNIFYNEGLIGENCE OR STRICT, HOLD HARMLESS, RELEASE AND DEFEND SELLER FROM AND AGAINST ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS AND PRE-EXISTING OR OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIES, COSTS OF ASSESSMENT, CLEAN-UP, REMOVAL AND REMEDIATION OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES LIABILITY ON THE LANDS) BROUGHT PART OF SELLER. ADDITIONALLY, THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY ANY AND ALL PERSONS AND ANY AGENCY OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS OR DEATH, ANY DAMAGE TO, DESTRUCTION OR LOSS OF PROPERTY, AND ANY CONTAMINATION OR POLLUTION OF NATURAL RESOURCES (INCLUDING SOIL, AIR, SURFACE WATER OR GROUNDWATER) TO THE EXTENT ANY THIS SECTION SHALL APPLY REGARDLESS OF THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION NATURE OF THE ASSETS OR LANDSOBLIGATIONS OF SELLER, WHETHER CREATED OR EXISTING BEFOREBE THEY IN TORT, ON OR AFTER THE EFFECTIVE TIMECONTRACT, INCLUDINGQUASI-CONTRACT, BUT NOT LIMITED TOSTATUTORY, THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE ASSETS OR THE LANDS.

Buyer’s Indemnity. (a) SUBJECT TO SECTION 13.8, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSING, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN AND (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOW, BUYER SHALL BE RESPONSIBLE FOR AND INDEMNIFY, DEFEND AND HOLD HARMLESSHARMLESS SELLER, RELEASE ITS DIRECTORS, OFFICERS AND DEFEND SELLER SHAREHOLDERS FROM AND AGAINST ALL DAMAGESLOSSES THAT IN ANY WAY RESULT FROM OR ARISE OUT OF THE USE, OWNERSHIP OR OPERATION OF THE PROPERTIES AND WHICH ACCRUE AND ARE BASED ON OCCURRENCES OR EVENTS AFTER THE EFFECTIVE TIME INCLUDING, WITHOUT LIMITATION (I) ANY LOSSES ARISING FROM ANY INJURY OR OCCURRENCE ON OR RELATING TO THE PROPERTIES, AND (II) ALL LOSSES, CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS AND OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIES, EXPENSES, COSTS OF ASSESSMENT, CLEAN-UP, REMOVAL AND REMEDIATION OF POLLUTION UP OR CONTAMINATIONREMEDIATION, AND EXPENSES PLUGGING LIABILITIES FOR THE MODIFICATIONANY AND ALL XXXXX, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT BY ANY AND ALL PERSONS PERSONS, INCLUDING, BUT NOT LIMITED TO, BUYER'S AND SELLER'S EMPLOYEES, AGENTS, OR REPRESENTATIVES AND ALSO ANY PRIVATE CITIZENS, PERSONS, OR ORGANIZATIONS AND ANY AGENCY AGENCY, BRANCH, OR OTHER BODY REPRESENTATIVE OF FEDERAL, STATE STATE, OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS DISEASE, OR DEATHDEATH OR ANY DAMAGE, ANY DAMAGE TODESTRUCTION, DESTRUCTION OR LOSS OF PROPERTY, AND ANY PROPERTY OR CONTAMINATION OR POLLUTION OF NATURAL RESOURCES (INCLUDING AIR, SOIL, AIRSURFACE WATER, SURFACE WATER OR GROUNDWATERGROUND WATER) TO THE EXTENT RESULTING FROM OR ARISING OUT OF ANY OF THE FOREGOING DIRECTLY OR INDIRECTLY IS LIABILITY CAUSED BY OR OTHERWISE INVOLVES CONNECTED WITH ANY ENVIRONMENTAL CONDITION OF OF, ON, OR RESULTING FROM THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFORE, ON OR AFTER THE EFFECTIVE TIME, PROPERTIES INCLUDING, BUT NOT LIMITED TO, THE PRESENCE, DISPOSAL DISPOSAL, OR RELEASE OF ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE ASSETS PROPERTIES OR OTHER AFFECTED PROPERTY, OR CAUSED BY OR CONNECTED WITH ACTS OR OMISSIONS OF ANY PARTY'S EMPLOYEES, REPRESENTATIVES, OR AGENTS WITH REGARD TO THE LANDSUSE, OWNERSHIP, OR OPERATORSHIP OF THE PROPERTIES AFTER THE EFFECTIVE TIME.

Buyer’s Indemnity. (a) SUBJECT TO SECTION 13.8, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSING, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN AND (ii) FROM PROVIDED THAT THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOWOCCURS, BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS, RELEASE AND DEFEND SELLER HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS AND OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIES, COSTS OF ASSESSMENT, CLEAN-UP, REMOVAL AND REMEDIATION OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT BY ANY AND ALL PERSONS CLAIMS AND ANY AGENCY LIABILITIES CAUSED BY, RESULTING FROM OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS OR DEATH, ANY DAMAGE TO, DESTRUCTION OR LOSS OF PROPERTYINCIDENTAL TO THE ASSUMED OBLIGATIONS, AND ANY CONTAMINATION CLAIMS AND LIABILITIES CAUSED BY, RESULTING FROM OR POLLUTION ATTRIBUTABLE TO (A) ANY INACCURACY OF NATURAL RESOURCES ANY REPRESENTATION OR WARRANTY OF BUYER SET FORTH IN THIS AGREEMENT, (INCLUDING SOILB) ANY BREACH OF, AIROR FAILURE TO PERFORM OR SATISFY, SURFACE WATER OR GROUNDWATER) TO THE EXTENT ANY OF THE FOREGOING DIRECTLY COVENANTS AND OBLIGATIONS OF BUYER HEREUNDER, AND (C) ANY MATTER ARISING OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION RESULTING FROM BUYER'S OWNERSHIP AND OPERATION OF THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFORE, ON OR AFTER THE EFFECTIVE TIME. Subject 17.06 Seller's Indemnity. PROVIDED THAT THE CLOSING OCCURS AND SUBJECT TO SECTION 17.08, INCLUDINGSELLER SHALL INDEMNIFY, BUT NOT LIMITED TODEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LIABILITIES CAUSED BY, RESULTING FROM OR INCIDENTAL TO THE PRESENCERETAINED OBLIGATIONS, DISPOSAL AND ANY CLAIMS AND LIABILITIES CAUSED BY OR RELEASE RESULTING FROM (A) ANY INACCURACY OF ANY MATERIAL REPRESENTATION OR WARRANTY OF SELLER SET FORTH IN THIS AGREEMENT THAT SURVIVES THE CLOSING, EXCEPT FOR THOSE WHICH ARE WAIVED BY OR DEEMED WAIVED BY BUYER PURSUANT TO THE TERMS IF THIS AGREEMENT OR WHICH CONSTITUTE PERMITTED ENCUMBRANCES AND/OR ASSUMED OBLIGATIONS, (WHETHER HAZARDOUSB) ANY BREACH OF, EXTREMELY HAZARDOUSOR FAILURE TO PERFORM OR SATISFY, TOXIC OR OTHERWISE) ANY OF ANY KIND IN, ON OR UNDER THE ASSETS OR COVENANTS AND OBLIGATIONS OF SELLER HEREUNDER WHICH ARE TO BE PERFORMED AFTER THE LANDSCLOSING.

Buyer’s Indemnity. (a) SUBJECT TO SECTION 13.8THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, IT’S AFFILIATES AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSINGTHEIR RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE AFFILIATES, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN DIRECTORS, OFFICERS, AGENTS AND (ii) FROM THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOW, BUYER SHALL INDEMNIFY, HOLD HARMLESS, RELEASE AND DEFEND SELLER EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, CLAIMS, DEMANDS, CAUSES LOSS OF ACTION, JUDGMENTS AND OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIESUSE, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) (I) FOR ALL INJURIES TO AND DEATHS OF ASSESSMENT, CLEAN-UP, REMOVAL PERSONS (EXCEPTING INJURIES TO AND REMEDIATION DEATHS OF POLLUTION OR CONTAMINATIONTHE SELLER'S REPRESENTATIVES PROVIDING THE SERVICES UNDER THIS CLAUSE), AND EXPENSES (II) FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT BY ANY AND ALL PERSONS AND ANY AGENCY OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS OR DEATH, ANY DAMAGE TO, DESTRUCTION OR LOSS OF PROPERTYOR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF THE SELLER'S SAID REPRESENTATIVES) ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS CLAUSE 16. C.I.T. Leasing Corporation A320 NEO Family Purchase Agreement July 2011 THIS INDEMNITY OF THE BUYER WILL NOT APPLY FOR ANY SUCH LIABILITIES, AND ANY CONTAMINATION DAMAGES, LOSSES, COSTS OR POLLUTION OF NATURAL RESOURCES (INCLUDING SOIL, AIR, SURFACE WATER OR GROUNDWATER) EXPENSES TO THE EXTENT ANY ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE FOREGOING DIRECTLY OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION OF THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFORE, ON OR AFTER THE EFFECTIVE TIME, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL (WHETHER HAZARDOUS, EXTREMELY HAZARDOUS, TOXIC OR OTHERWISE) OF ANY KIND IN, ON OR UNDER THE ASSETS OR THE LANDSSELLER'S SAID REPRESENTATIVES.

Buyer’s Indemnity. (a) SUBJECT TO SECTION 13.8, AND (i) BEGINNING ON A DATE TWO YEARS FROM CLOSING, WITH RESPECT TO ALL LIABILITIES DESCRIBED HEREIN AND (ii) FROM PROVIDED THAT THE CLOSING DATE WITH RESPECT TO ALL LIABILITIES NOT SUBJECT TO SECTION 13.8 BELOWOCCURS, BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS, RELEASE AND DEFEND SELLER HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS AND OTHER COSTS (INCLUDING BUT NOT LIMITED TO ANY CIVIL FINES, PENALTIES, COSTS OF ASSESSMENT, CLEAN-UP, REMOVAL AND REMEDIATION OF POLLUTION OR CONTAMINATION, AND EXPENSES FOR THE MODIFICATION, REPAIR OR REPLACEMENT OF FACILITIES ON THE LANDS) BROUGHT BY ANY AND ALL PERSONS CLAIMS AND ANY AGENCY LIABILITIES CAUSED BY, RESULTING FROM OR OTHER BODY OF FEDERAL, STATE OR LOCAL GOVERNMENT, ON ACCOUNT OF ANY PERSONAL INJURY, ILLNESS OR DEATH, ANY DAMAGE TO, DESTRUCTION OR LOSS OF PROPERTYINCIDENTAL TO THE ASSUMED OBLIGATIONS, AND ANY CONTAMINATION CLAIMS AND LIABILITIES CAUSED BY, RESULTING FROM OR POLLUTION ATTRIBUTABLE TO (A) ANY INACCURACY OF NATURAL RESOURCES ANY REPRESENTATION OR WARRANTY OF BUYER SET FORTH IN THIS AGREEMENT, (INCLUDING SOILB) ANY BREACH OF, AIROR FAILURE TO PERFORM OR SATISFY, SURFACE WATER OR GROUNDWATER) TO THE EXTENT ANY OF THE FOREGOING DIRECTLY COVENANTS AND OBLIGATIONS OF BUYER HEREUNDER, AND (C) ANY MATTER ARISING OR INDIRECTLY IS CAUSED BY OR OTHERWISE INVOLVES ANY ENVIRONMENTAL CONDITION RESULTING FROM BUYER’S OWNERSHIP AND OPERATION OF THE ASSETS OR LANDS, WHETHER CREATED OR EXISTING BEFORE, ON OR AFTER THE EFFECTIVE TIME. Subject 17.06 Seller’s Indemnity. SUBJECT TO SECTION 17.08, INCLUDINGSELLER SHALL INDEMNIFY, BUT NOT LIMITED TODEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LIABILITIES CAUSED BY, RESULTING FROM OR INCIDENTAL TO THE PRESENCERETAINED OBLIGATIONS, DISPOSAL AND ANY CLAIMS AND LIABILITIES CAUSED BY OR RELEASE RESULTING FROM (A) ANY INACCURACY OF ANY MATERIAL REPRESENTATION OR WARRANTY OF SELLER SET FORTH IN THIS AGREEMENT THAT SURVIVES THE CLOSING, EXCEPT FOR THOSE WHICH ARE WAIVED BY OR DEEMED WAIVED BY BUYER PURSUANT TO THE TERMS IF THIS AGREEMENT OR WHICH CONSTITUTE PERMITTED ENCUMBRANCES AND/OR ASSUMED OBLIGATIONS, (WHETHER HAZARDOUSB) ANY BREACH OF, EXTREMELY HAZARDOUSOR FAILURE TO PERFORM OR SATISFY, TOXIC OR OTHERWISE) ANY OF ANY KIND IN, ON OR UNDER THE ASSETS OR COVENANTS AND OBLIGATIONS OF SELLER HEREUNDER WHICH ARE TO BE PERFORMED AFTER THE LANDSCLOSING.