Common use of Seller’s Indemnity Clause in Contracts

Seller’s Indemnity. SELLERS AGREE TO RELEASE, PROTECT, DEFEND, INDEMNIFY AND HOLD BUYER, THE GENERAL PARTNER, AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND CONTRACTORS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP") HARMLESS FROM AND AGAINST ALL CLAIMS, LOSSES, COSTS, DEMANDS, DAMAGES, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, EXPENSES AND CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES, WHICH IN ANY WAY ARISE OUT OF OR ARE RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (I) THE PERFORMANCE OR SUBJECT MATTER OF THIS AGREEMENT, (II) THE PERFORMANCE OF THE SERVICES IN SECTION 4.1, (III) THE BREACH BY SELLERS OF ANY TERMS OF THIS AGREEMENT, OR (IV) THE INGRESS, EGRESS OR PRESENCE ON ANY PREMISES, WHETHER LAND, BUILDINGS, OR OTHERWISE, IN CONJUNCTION WITH THIS AGREEMENT (COLLECTIVELY, THE "CLAIMS"), INCLUDING CLAIMS DUE TO PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE OF PROPERTY, WHETHER OR NOT CAUSED BY THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY MEMBER OF THE BUYER GROUP, BUT IN NO EVENT DOES THIS INDEMNITY INCLUDE CLAIMS CAUSED BY THE BUYER GROUP'S OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

Seller’s Indemnity. SELLERS AGREE (a) SUBJECT TO RELEASETHE TERMS AND CONDITIONS OF THIS ARTICLE XV, PROTECTSELLER SHALL INDEMNIFY, DEFEND, INDEMNIFY DEFEND AND HOLD HARMLESS BUYER, AND ITS PARENT OR SUBSIDIARY COMPANIES, PARTNERS AND OTHER AFFILIATES (INCLUDING AFTER CLOSING, THE GENERAL PARTNERSUBSIDIARIES AND THE PARTNERSHIP), AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR AGENTS, RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, REPRESENTATIVES ATTORNEYS, CONTRACTORS AND CONTRACTORS AGENTS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP") HARMLESS ), FROM AND AGAINST ANY AND ALL CLAIMSDAMAGES ASSERTED AGAINST, LOSSESRESULTING TO, COSTSIMPOSED UPON, DEMANDSOR INCURRED BY THE BUYER GROUP, DAMAGESDIRECTLY OR INDIRECTLY, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, EXPENSES AND CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES, WHICH IN ANY WAY ARISE OUT BY REASON OF OR ARE RELATED RESULTING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (I) THE PERFORMANCE ANY BREACH BY SELLER (FOR WHICH SELLER SHALL BE RESPONSIBLE) OF ITS SURVIVING REPRESENTATIONS, WARRANTIES, COVENANTS OR SUBJECT MATTER OF AGREEMENTS CONTAINED IN THIS AGREEMENT, (II) THE PERFORMANCE ANY LIABILITIES OF THE SERVICES IN SECTION 4.1SUBSIDIARIES AND THE PARTNERSHIP WHICH ARE UNRELATED TO THE OPERATING ASSETS, (III) ANY LIABILITIES OF THE BREACH BY SELLERS OF ANY TERMS OF THIS AGREEMENTSUBSIDIARIES AND THE PARTNERSHIP FOR INCOME TAXES PRIOR TO CLOSING, OR AND (IV) THE INGRESS, EGRESS OR PRESENCE ON ANY PREMISES, WHETHER LAND, BUILDINGS, OR OTHERWISE, IN CONJUNCTION WITH THIS AGREEMENT (COLLECTIVELY, THE "CLAIMS"), INCLUDING CLAIMS DUE TO PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE OF PROPERTY, WHETHER OR NOT CAUSED BY THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY MEMBER EXISTING LIABILITIES OF THE BUYER GROUP, BUT IN NO EVENT DOES THIS INDEMNITY INCLUDE CLAIMS CAUSED BY SUBSIDIARIES AND THE BUYER GROUP'S OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCTPARTNERSHIP OWED UNDER FEDERAL LEASES FOR PRIOR ROYALTIES RELATED TO THE PERIOD OF TIME PRIOR TO CLOSING.

Seller’s Indemnity. SELLERS AGREE SELLER AGREES TO RELEASEINDEMNIFY, PROTECT, DEFEND, INDEMNIFY DEFEND AND HOLD BUYER AND BUYER’S AFFILIATES AND EACH OF THEIR PARTNERS, THE GENERAL PARTNERSHAREHOLDERS, AND THEIR PARENTSMEMBERS, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR AGENTSEMPLOYEES, OFFICERS, DIRECTORS, EMPLOYEES, DIRECTORS AND REPRESENTATIVES AND CONTRACTORS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "“BUYER GROUP"INDEMNITEES”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMSCLAIMS WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, LOSSESRELATED TO, COSTSATTRIBUTABLE TO, DEMANDS, DAMAGES, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, EXPENSES AND CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES, WHICH IN ANY WAY ARISE ARISING OUT OF OR ARE RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (Ii) THE PERFORMANCE OR SUBJECT MATTER OF THIS AGREEMENT, (II) THE PERFORMANCE OF THE SERVICES IN SECTION 4.1, (III) THE BREACH BY SELLERS OF ANY TERMS OF THIS AGREEMENTRETAINED OBLIGATIONS, OR (IVii) SELLER’S BREACH OF ITS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 4 AND ANY BREACH OF ITS COVENANTS OR OBLIGATIONS UNDER THIS AGREEMENT. THE INGRESSDEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE SOLE OR PARTIAL OR COMPARATIVE OR CONCURRENT OR OTHER FAULT, EGRESS NEGLIGENCE OR PRESENCE STRICT, PRE-EXISTING OR OTHER LIABILITY ON ANY PREMISESTHE PART OF BUYER. ADDITIONALLY, WHETHER LANDTHE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE OF THE OBLIGATIONS OF BUYER, BUILDINGSBE THEY IN TORT, CONTRACT, QUASI-CONTRACT, STATUTORY, OR OTHERWISE, IN CONJUNCTION WITH THIS AGREEMENT (COLLECTIVELY, THE "CLAIMS"), INCLUDING CLAIMS DUE TO PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE OF PROPERTY, WHETHER OR NOT CAUSED BY THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY MEMBER OF THE BUYER GROUP, BUT IN NO EVENT DOES THIS INDEMNITY INCLUDE CLAIMS CAUSED BY THE BUYER GROUP'S OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

Seller’s Indemnity. SELLERS AGREE SUBJECT TO RELEASETHE TERMS AND CONDITIONS OF THIS ------------------ ARTICLE XV, PROTECTSELLER SHALL INDEMNIFY, DEFEND, INDEMNIFY DEFEND AND HOLD HARMLESS BUYER, AND ITS PARENT OR SUBSIDIARY COMPANIES, PARTNERS AND OTHER AFFILIATES (INCLUDING AFTER CLOSING, SOUTHEAST AND THE GENERAL PARTNERPARTNERSHIP), AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR AGENTS, RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, REPRESENTATIVES ATTORNEYS, CONTRACTORS AND CONTRACTORS AGENTS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP") HARMLESS ), FROM AND AGAINST ANY AND ALL CLAIMSDAMAGES ASSERTED AGAINST, LOSSESRESULTING TO, COSTSIMPOSED UPON, DEMANDSOR INCURRED BY THE BUYER GROUP, DAMAGESDIRECTLY OR INDIRECTLY, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, EXPENSES AND CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES, WHICH IN ANY WAY ARISE OUT BY REASON OF OR ARE RELATED RESULTING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (I) THE PERFORMANCE ANY BREACH BY SELLER (FOR WHICH SELLER SHALL BE RESPONSIBLE) OF ITS SURVIVING REPRESENTATIONS, WARRANTIES, COVENANTS OR SUBJECT MATTER OF AGREEMENTS CONTAINED IN THIS AGREEMENT, (II) ANY LIABILITIES OF SOUTHEAST AND THE PERFORMANCE OF PARTNERSHIP WHICH ARE UNRELATED TO THE SERVICES IN SECTION 4.1OPERATING ASSETS, (III) ANY LIABILITIES OF SOUTHEAST AND SOUTHEAST'S INTEREST IN THE BREACH BY SELLERS OF ANY TERMS OF THIS AGREEMENTPARTNERSHIP FOR INCOME TAXES PRIOR TO CLOSING, OR AND (IV) ANY EXISTING LIABILITIES OF SOUTHEAST AND SOUTHEAST'S INTEREST IN THE INGRESS, EGRESS OR PRESENCE ON ANY PREMISES, WHETHER LAND, BUILDINGS, OR OTHERWISE, IN CONJUNCTION WITH THIS AGREEMENT (COLLECTIVELY, PARTNERSHIP OWED UNDER FEDERAL LEASES FOR PRIOR ROYALTIES RELATED TO THE "CLAIMS"), INCLUDING CLAIMS DUE PERIOD OF TIME PRIOR TO PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE OF PROPERTY, WHETHER OR NOT CAUSED BY THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY MEMBER OF THE BUYER GROUP, BUT IN NO EVENT DOES THIS INDEMNITY INCLUDE CLAIMS CAUSED BY THE BUYER GROUP'S OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCTCLOSING.

Seller’s Indemnity. SELLERS AGREE SELLER AGREES TO RELEASEINDEMNIFY, PROTECT, DEFEND, INDEMNIFY DEFEND AND HOLD BUYERBUYER AND EACH OF ITS PARTNERS, THE GENERAL PARTNERSHAREHOLDERS, AND THEIR PARENTSMANAGERS, SUBSIDIARIESMEMBERS, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR AGENTSEMPLOYEES, OFFICERS, DIRECTORS, EMPLOYEES, DIRECTORS AND REPRESENTATIVES AND CONTRACTORS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "“BUYER GROUP"INDEMNITEES”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMSCLAIMS WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, LOSSESRELATED TO, COSTS, DEMANDS, DAMAGES, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, EXPENSES AND CAUSES OF ACTION OF WHATSOEVER NATURE ATTRIBUTABLE TO OR CHARACTER, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES, WHICH IN ANY WAY ARISE ARISING OUT OF OR ARE RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (I) THE PERFORMANCE OR SUBJECT MATTER OF THIS AGREEMENTRETAINED OBLIGATIONS, (II) THE PERFORMANCE SELLER’S BREACH OF THE SERVICES ITS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 4.1ARTICLE 3, OR (III) THE SELLER’S BREACH BY SELLERS OF ANY TERMS OF ITS COVENANTS CONTAINED IN THIS AGREEMENT. THE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE SOLE OR PARTIAL OR COMPARATIVE OR CONCURRENT OR OTHER FAULT, NEGLIGENCE OR (IV) STRICT, PRE-EXISTING OR OTHER LIABILITY ON THE INGRESSPART OF BUYER. ADDITIONALLY, EGRESS OR PRESENCE ON ANY PREMISESTHE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE OF THE OBLIGATIONS OF BUYER, WHETHER LANDBE THEY IN TORT, BUILDINGSCONTRACT, QUASI-CONTRACT, STATUTORY OR OTHERWISE, IN CONJUNCTION WITH THIS AGREEMENT (COLLECTIVELY, THE "CLAIMS"), INCLUDING CLAIMS DUE TO PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE OF PROPERTY, WHETHER OR NOT CAUSED BY THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY MEMBER OF THE BUYER GROUP, BUT IN NO EVENT DOES THIS INDEMNITY INCLUDE CLAIMS CAUSED BY THE BUYER GROUP'S OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

Seller’s Indemnity. SELLERS AGREE TO RELEASE, PROTECT, DEFEND, THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER, THE GENERAL PARTNER, AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR AGENTSITS DIRECTORS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AGENTS AND CONTRACTORS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP") HARMLESS EMPLOYEES FROM AND AGAINST ALL CLAIMSLIABILITIES, DAMAGES, LOSSES, COSTS, DEMANDS, DAMAGES, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, EXPENSES AND CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES, WHICH IN ANY WAY ARISE OUT OF OR ARE RELATED TO THIS AGREEMENT, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS ’ FEES AND DISBURSEMENTS) (I) FOR INJURIES TO OR DEATHS OF THE PERFORMANCE OR SUBJECT MATTER OF SELLER'S SAID REPRESENTATIVES PROVIDING THE SERVICES UNDER THIS AGREEMENTCLAUSE, (II) THE PERFORMANCE FOR LOSS OF OR DAMAGE TO PROPERTY OF THE SERVICES IN SECTION 4.1SELLER'S SAID REPRESENTATIVES, AND (III) TO THE BREACH BY SELLERS EXTENT ARISING OUT OF ANY TERMS OF THIS AGREEMENT, OR (IV) THE INGRESS, EGRESS OR PRESENCE ON ANY PREMISES, WHETHER LAND, BUILDINGS, OR OTHERWISE, IN CONJUNCTION WITH THIS AGREEMENT (COLLECTIVELY, THE "CLAIMS"), INCLUDING CLAIMS DUE TO PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE OF PROPERTY, WHETHER OR NOT CAUSED BY THE SOLE, JOINT AND/WILLFUL MISCONDUCT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY MEMBER GROSS NEGLIGENCE OF THE BUYER GROUPSELLER'S SAID REPRESENTATIVES IN CONNNECTION WITH THE SERVICES PROVIDED UNDER THIS CLAUSE. WITH RESPECT TO SUB-CLAUSES (I) AND (II) OF THE PRECEDING SENTENCE, BUT IN NO EVENT DOES THIS INDEMNITY INCLUDE CLAIMS CAUSED BY THE SELLER WILL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS THE BUYER GROUPTO THE EXTENT THE SELLER'S OWN LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE FROM THE BUYER'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR WILFUL MISCONDUCTNEGLIGENCE.

Seller’s Indemnity. SELLERS AGREE SUBJECT TO RELEASETHE TERMS AND CONDITIONS OF THIS ------------------ ARTICLE XV, PROTECTSELLER SHALL INDEMNIFY, DEFEND, INDEMNIFY DEFEND AND HOLD HARMLESS BUYER, AND ITS PARENT OR SUBSIDIARY COMPANIES, PARTNERS AND OTHER AFFILIATES (INCLUDING AFTER CLOSING, RESERVES LLC AND THE GENERAL PARTNERPARTNERSHIP), AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR AGENTS, RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, REPRESENTATIVES ATTORNEYS, CONTRACTORS AND CONTRACTORS AGENTS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP") HARMLESS ), FROM AND AGAINST ANY AND ALL CLAIMSDAMAGES ASSERTED AGAINST, LOSSESRESULTING TO, COSTSIMPOSED UPON, DEMANDSOR INCURRED BY THE BUYER GROUP, DAMAGESDIRECTLY OR INDIRECTLY, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, EXPENSES AND CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES, WHICH IN ANY WAY ARISE OUT BY REASON OF OR ARE RELATED RESULTING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (I) THE PERFORMANCE ANY BREACH BY SELLER (FOR WHICH SELLER SHALL BE RESPONSIBLE) OF ITS SURVIVING REPRESENTATIONS, WARRANTIES, COVENANTS OR SUBJECT MATTER OF AGREEMENTS CONTAINED IN THIS AGREEMENT, (II) ANY LIABILITIES OF RESERVES LLC AND THE PERFORMANCE OF PARTNERSHIP WHICH ARE UNRELATED TO THE SERVICES IN SECTION 4.1OPERATING ASSETS, (III) ANY LIABILITIES OF RESERVES LLC AND RESERVES LLC'S INTEREST IN THE BREACH BY SELLERS OF ANY TERMS OF THIS AGREEMENTPARTNERSHIP FOR INCOME TAXES PRIOR TO CLOSING, OR AND (IV) ANY EXISTING LIABILITIES OF RESERVES LLC AND RESERVES LLC'S INTEREST IN THE INGRESS, EGRESS OR PRESENCE ON ANY PREMISES, WHETHER LAND, BUILDINGS, OR OTHERWISE, IN CONJUNCTION WITH THIS AGREEMENT (COLLECTIVELY, PARTNERSHIP OWED UNDER FEDERAL LEASES FOR PRIOR ROYALTIES RELATED TO THE "CLAIMS"), INCLUDING CLAIMS DUE PERIOD OF TIME PRIOR TO PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE OF PROPERTY, WHETHER OR NOT CAUSED BY THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY MEMBER OF THE BUYER GROUP, BUT IN NO EVENT DOES THIS INDEMNITY INCLUDE CLAIMS CAUSED BY THE BUYER GROUP'S OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCTCLOSING.

Seller’s Indemnity. SELLERS AGREE TO RELEASE, PROTECT, DEFEND, SELLER SHALL INDEMNIFY AND HOLD HARMLESS BUYER AND BUYER, THE GENERAL PARTNER, AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR AGENTS'S DIRECTORS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES EMPLOYEES AND CONTRACTORS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP") HARMLESS AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, COSTS, EXPENSES, LIABILITIES, OBLIGATIONS, CLAIMS, DEMANDS, DAMAGESCAUSES OF ACTION, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, EXPENSES SETTLEMENTS AND CAUSES JUDGMENTS OF ACTION OF WHATSOEVER NATURE OR CHARACTEREVERY NATURE, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES AND OTHER THE COSTS AND EXPENSES, EXPENSES ASSOCIATED THEREWITH AND REASONABLE ATTORNEYS' AND WITNESS FEES INCURRED ("BUYER'S DAMAGES") WHICH IN ANY WAY ARISE OUT OF OR ARE RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (I) THE PERFORMANCE OR SUBJECT MATTER OF THIS AGREEMENT, (II) THE PERFORMANCE OF THE SERVICES IN SECTION 4.1, (IIIA) THE BREACH BY SELLERS SELLER OF ANY TERMS OF REPRESENTATION OR WARRANTY MADE BY SELLER IN THIS AGREEMENT, OR ANY THIRD-PARTY ALLEGATION THEREOF; (IVB) THE INGRESSNON-PERFORMANCE, EGRESS PARTIAL OR PRESENCE ON TOTAL, OF ANY PREMISES, WHETHER LAND, BUILDINGSCOVENANT MADE BY SELLER IN THIS AGREEMENT, OR OTHERWISEANY THIRD-PARTY ALLEGATION THEREOF; (C) THE CONDUCT OF THE MUSIC BUSINESS BY SELLER PRIOR TO THE CLOSING; OR (D) ANY OTHER LIABILITY OR OBLIGATION OF SELLER THAT IS NOT SPECIFICALLY INCLUDED IN THE ASSUMED OBLIGATIONS. BUYER'S INDEMNITY. BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER AND SELLER'S DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES, COSTS, EXPENSES, LIABILITIES, OBLIGATIONS, CLAIMS, DEMANDS, CAUSES OF ACTION, SUITS, SETTLEMENTS AND JUDGMENTS OF EVERY NATURE, INCLUDING THE COSTS AND EXPENSES ASSOCIATED THEREWITH AND REASONABLE ATTORNEYS' AND WITNESS FEES INCURRED ("SELLER'S DAMAGES" AND WHEN USED TOGETHER WITH OR IN CONJUNCTION WITH THIS AGREEMENT (COLLECTIVELYTHE ALTERNATIVE TO BUYER'S DAMAGES, THE "CLAIMSDAMAGES"), INCLUDING CLAIMS DUE WHICH ARISE OUT OF (A) THE BREACH BY BUYER OF ANY REPRESENTATION OR WARRANTY MADE BY BUYER IN THIS AGREEMENT; (B) THE NON-PERFORMANCE, PARTIAL OR TOTAL, OF ANY COVENANT MADE BY BUYER IN THIS AGREEMENT; OR ANY THIRD PARTY ALLEGATION THEREOF OR (C) EVENTS ARISING IN THE MUSIC BUSINESS OF SELLER TRANSFERRED TO PERSONAL INJURYBUYER AFTER THE CLOSING NOT DIRECTLY RELATED TO EVENTS OCCURRING PRIOR TO THE CLOSING. LIMITATION ON INDEMNITY. EACH PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER SHALL BE LIMITED TO ONE MILLION DOLLARS ($1,000,000), DEATHEXCEPT WITH RESPECT TO BREACHES BY SELLER OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTIONS 5.3, OR LOSS OR DAMAGE OF PROPERTY, WHETHER OR NOT CAUSED BY THE SOLE, JOINT 5.4 AND/OR CONCURRENT NEGLIGENCE5.6 (AS TO WHICH BREACHES SELLER'S LIABILITY SHALL BE UNLIMITED). ESCROWED FUNDS SHALL NOT BE USED BY EITHER PARTY TO SATISFY ITS RESPECTIVE INDEMNIFICATION OBLIGATIONS. EACH PARTY'S RIGHT TO SEEK INDEMNIFICATION FROM THE OTHER PARTY WITH RESPECT TO CUSTOMER CONTRACTS SHALL TERMINATE ONE YEAR AFTER THE CLOSING DATE, FAULT OR STRICT LIABILITY OF ANY MEMBER OF AND EACH PARTY'S RIGHT TO SEEK INDEMNIFICATION FROM THE BUYER GROUPOTHER PARTY WITH RESPECT TO DESIGNATED CUSTOMER CONTRACTS SHALL TERMINATE ONE YEAR AFTER THE ADJUSTMENT DATE. PROCEDURE. ALL CLAIMS FOR INDEMNIFICATION BY A PARTY UNDER THIS SECTION 12 (THE PARTY CLAIMING INDEMNIFICATION AND THE PARTY AGAINST WHOM SUCH CLAIMS ARE ASSERTED BEING HEREINAFTER CALLED THE "INDEMNIFIED PARTY" AND THE "INDEMNIFYING PARTY", BUT IN NO EVENT DOES THIS INDEMNITY INCLUDE CLAIMS CAUSED BY THE BUYER GROUP'S OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCTRESPECTIVELY) SHALL BE ASSERTED AND RESOLVED AS FOLLOWS: In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, such Indemnified Party shall, promptly but in any event within 30 days of the receipt thereof, give notice (the "Claim Notice") to the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible, which estimate shall not be binding upon the Indemnifying Party in its effort to collect the final amount of such claim or demand. To the extent the Indemnifying Party is prejudiced thereby, the failure to so notify the Indemnifying Party of any such claims or action shall relieve the Indemnifying Party from liability that it may have to the Indemnified Party under the indemnification provisions contained in this Section 12, but only to the extent of the actual loss incurred, and shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party otherwise than under this Section 12. In any case, if any such actions shall be brought against the Indemnified Party and the Indemnified Party shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense thereof at its own expense with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume such defense by written notice to the Indemnified Party within 15 days of a request from the Indemnified Party to the Indemnifying Party asking if it intends to assume such defense, the Indemnified Party shall, in its sole discretion, conduct such defense with counsel of its choice. If the Indemnifying Party assumes the defense, the Indemnified Party shall be entitled to participate in the defense at its expense. The settlement of any claim hereunder by the Indemnifying Party may only be made upon the prior approval by the Indemnified Party of the terms of the settlement, which approval shall not be unreasonably withheld. If the Indemnifying Party has assumed the defense of a claim in accordance with this Section 12.3(a), the Indemnified Party shall not settle the claim except with the written consent of the Indemnifying Party or upon the waiver of any claim for indemnity hereunder with respect to such claim. If requested by the Indemnifying Party, the Indemnified Party agrees, at the Indemnifying Party's expense, to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand that the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the Person asserting the third party claim or demand, or any cross-complaint against any Person other than an affiliate of the Indemnified Party. If any Indemnified Party should have a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party disputes such claim, such dispute shall be resolved in accordance with Section 15.11.

Seller’s Indemnity. SELLERS AGREE SUBJECT TO RELEASETHE TERMS AND CONDITIONS OF THIS ------------------ ARTICLE XV, PROTECTSELLER SHALL INDEMNIFY, DEFEND, INDEMNIFY DEFEND AND HOLD HARMLESS BUYER, AND ITS PARENT OR SUBSIDIARY COMPANIES, PARTNERS AND OTHER AFFILIATES (INCLUDING AFTER CLOSING, GRANDE AND THE GENERAL PARTNERPARTNERSHIP), AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR AGENTS, RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, REPRESENTATIVES ATTORNEYS, CONTRACTORS AND CONTRACTORS AGENTS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUP") HARMLESS ), FROM AND AGAINST ANY AND ALL CLAIMSDAMAGES ASSERTED AGAINST, LOSSESRESULTING TO, COSTSIMPOSED UPON, DEMANDSOR INCURRED BY THE BUYER GROUP, DAMAGESDIRECTLY OR INDIRECTLY, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, EXPENSES AND CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES, WHICH IN ANY WAY ARISE OUT BY REASON OF OR ARE RELATED RESULTING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (I) THE PERFORMANCE ANY BREACH BY SELLER (FOR WHICH SELLER SHALL BE RESPONSIBLE) OF ITS SURVIVING REPRESENTATIONS, WARRANTIES, COVENANTS OR SUBJECT MATTER OF AGREEMENTS CONTAINED IN THIS AGREEMENT, (II) ANY LIABILITIES OF GRANDE AND THE PERFORMANCE OF PARTNERSHIP WHICH ARE UNRELATED TO THE SERVICES IN SECTION 4.1OPERATING ASSETS, (III) ANY LIABILITIES OF GRANDE AND GRANDE'S INTEREST IN THE BREACH BY SELLERS OF ANY TERMS OF THIS AGREEMENTPARTNERSHIP FOR INCOME TAXES PRIOR TO CLOSING, OR AND (IV) ANY EXISTING LIABILITIES OF GRANDE AND GRANDE'S INTEREST IN THE INGRESS, EGRESS OR PRESENCE ON ANY PREMISES, WHETHER LAND, BUILDINGS, OR OTHERWISE, IN CONJUNCTION WITH THIS AGREEMENT (COLLECTIVELY, PARTNERSHIP OWED UNDER FEDERAL LEASES FOR PRIOR ROYALTIES RELATED TO THE "CLAIMS"), INCLUDING CLAIMS DUE PERIOD OF TIME PRIOR TO PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE OF PROPERTY, WHETHER OR NOT CAUSED BY THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY MEMBER OF THE BUYER GROUP, BUT IN NO EVENT DOES THIS INDEMNITY INCLUDE CLAIMS CAUSED BY THE BUYER GROUP'S OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCTCLOSING.

Seller’s Indemnity. SELLERS AGREE SELLER AGREES TO RELEASEINDEMNIFY, PROTECT, DEFEND, INDEMNIFY DEFEND AND HOLD BUYER AND BUYER'S AFFILIATES AND EACH OF THEIR PARTNERS, THE GENERAL PARTNERSHAREHOLDERS, AND THEIR PARENTSMEMBERS, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS, AND THEIR AGENTSEMPLOYEES, OFFICERS, DIRECTORS, EMPLOYEES, DIRECTORS AND REPRESENTATIVES AND CONTRACTORS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUYER GROUPINDEMNITEES") HARMLESS FROM AND AGAINST ANY AND ALL CLAIMSCLAIMS WITH RESPECT TO ALL LIABILITIES AND OBLIGATIONS OR ALLEGED OR THREATENED LIABILITIES AND OBLIGATIONS CAUSED BY, LOSSESRELATED TO, COSTSATTRIBUTABLE TO, DEMANDS, DAMAGES, SUITS, JUDGMENTS, PENALTIES, LIABILITIES, DEBTS, EXPENSES AND CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES, WHICH IN ANY WAY ARISE ARISING OUT OF OR ARE RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (Ii) THE PERFORMANCE OR SUBJECT MATTER OF THIS AGREEMENT, (II) THE PERFORMANCE OF THE SERVICES IN SECTION 4.1, (III) THE BREACH BY SELLERS OF ANY TERMS OF THIS AGREEMENTRETAINED OBLIGATIONS, OR (IVii) SELLER'S MATERIAL BREACH OF ITS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 4 AND ANY MATERIAL BREACH OF ITS COVENANTS OR OBLIGATIONS UNDER THIS AGREEMENT. THE INGRESSDEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE SOLE OR PARTIAL OR COMPARATIVE OR CONCURRENT OR OTHER FAULT, EGRESS NEGLIGENCE OR PRESENCE STRICT, PRE-EXISTING OR OTHER LIABILITY ON ANY PREMISESTHE PART OF BUYER. ADDITIONALLY, WHETHER LANDTHE DEFENSE AND INDEMNITY OBLIGATIONS PROVIDED BY THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE OF THE OBLIGATIONS OF BUYER, BUILDINGSBE THEY IN TORT, CONTRACT, QUASI-CONTRACT, STATUTORY, OR OTHERWISE, IN CONJUNCTION WITH THIS AGREEMENT (COLLECTIVELY, THE "CLAIMS"), INCLUDING CLAIMS DUE TO PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE OF PROPERTY, WHETHER OR NOT CAUSED BY THE SOLE, JOINT AND/OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY MEMBER OF THE BUYER GROUP, BUT IN NO EVENT DOES THIS INDEMNITY INCLUDE CLAIMS CAUSED BY THE BUYER GROUP'S OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCT.