Common use of Assumption and Indemnification Clause in Contracts

Assumption and Indemnification. (a) AT CLOSING, BUYER SHALL ASSUME ALL COSTS, OBLIGATIONS AND LIABILITIES OF SELLER THAT (I) RELATE TO THE ASSETS, (II) ARISE FROM OR RELATE TO EVENTS OCCURRING ON OR AFTER BUT NOT BEFORE THE EFFECTIVE TIME AND (III) DO NOT ARISE FROM OR RELATE TO THE INACCURACY OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR THE BREACH OF, OR FAILURE TO PERFORM OR SATISFY, ANY COVENANT OF SELLER, SET FORTH IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT ("ASSUMED OBLIGATIONS"); PROVIDED; HOWEVER, BUYER SHALL HAVE NO OBLIGATIONS WITH RESPECT TO LIABILITIES ARISING FROM INJURIES OR DEATH WITH RESPECT TO CONTINUED OPERATION BY SELLER OF THE ASSETS AFTER THE EFFECTIVE TIME AND PRIOR TO THE CLOSING DATE. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SELLER SHALL BE RESPONSIBLE FOR, SHALL PAY ON A CURRENT BASIS, AND SHALL DEFEND, INDEMNIFY, SAVE, HOLD HARMLESS, DISCHARGE AND RELEASE BUYER FROM AND AGAINST ANY AND ALL LIABILITIES, ARISING FROM, BASED UPON, RELATED TO OR ASSOCIATED WITH: (1) ANY LIABILITIES OF SELLER OTHER THAN THE ASSUMED OBLIGATIONS; (2) ANY ACT, OMISSION, EVENT, CONDITION OR CIRCUMSTANCE INVOLVING OR RELATING TO THE ASSETS OCCURRING OR EXISTING BEFORE THE EFFECTIVE TIME; (3) THE OWNERSHIP OR OPERATION OF THE ASSETS BEFORE THE EFFECTIVE TIME; (4) ANY BROKERS' OR FINDERS' FEES OR COMMISSIONS ARISING WITH RESPECT TO BROKERS OR FINDERS RETAINED OR ENGAGED BY ANY PERSON OTHER THAN BUYER AND RESULTING FROM OR RELATING TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT; (5) THE INACCURACY OF ANY REPRESENTATION OR WARRANTY OF SELLER SET FORTH IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT; (6) THE BREACH OF, OR FAILURE TO PERFORM OR SATISFY, ANY OF THE COVENANTS OF SELLER SET FORTH IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT; AND/OR (7) CAUSED BY OR ARISING OUT OF OR RESULTING FROM INJURY OR DEATH WHICH IS ATTRIBUTABLE TO 34 39 OPERATIONS BY SELLER BETWEEN THE EFFECTIVE TIME AND THE CLOSING DATE. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER SHALL BE RESPONSIBLE FOR, SHALL PAY ON A CURRENT BASIS, AND SHALL DEFEND, INDEMNIFY, SAVE, HOLD HARMLESS, DISCHARGE AND RELEASE SELLER FROM AND AGAINST ANY AND ALL LIABILITIES ARISING FROM, BASED UPON, RELATED TO OR ASSOCIATED WITH: (1) THE ASSUMED OBLIGATIONS; (2) ANY ACT, OMISSION OR EVENT INVOLVING OR RELATING TO THE ASSETS OCCURRING AFTER THE EFFECTIVE TIME EXCEPT AS SET FORTH IN SECTION 10.3(B), ABOVE;

Assumption and Indemnification. (a) AT FROM AND AFTER THE CLOSING, BUYER SHALL ASSUME ALL COSTSSHALL, OBLIGATIONS AND LIABILITIES OF SELLER THAT (I) RELATE SUBJECT TO THE ASSETSADJUSTMENTS PROVIDED FOR IN SECTIONS 7.1 (b) AND (c), AND SUBJECT TO 8.1(b) AND (II) ARISE c), FULLY DEFEND, PROTECT, INDEMNIFY, HOLD HARMLESS AND RENDER WHOLE SELLER AND SELLER'S DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST EACH AND EVERY CLAIM, DEMAND OR RELATE TO EVENTS OCCURRING ON OR AFTER CAUSE OF ACTION AND ANY LIABILITY, COST, EXPENSES (INCLUDING, BUT NOT BEFORE LIMITED TO, REASONABLE ATTORNEY'S FEES) OR CLAIMS WITH RESPECT TO DAMAGE OR LOSS IN CONNECTION THEREWITH (COLLECTIVELY THE EFFECTIVE TIME AND "CLAIMS"), WHICH MAY BE MADE OR ASSERTED BY BUYER, ITS AGENT OR SUCCESSORS OR BY ANY THIRD PARTY OR PARTIES (IIIINCLUDING, BUT NOT LIMITED TO, GOVERNMENTAL BODIES) DO NOT ARISE FROM OR RELATE TO THE INACCURACY (i) ON ACCOUNT OF A BREACH BY BUYER OF ANY REPRESENTATION REPRESENTATION, WARRANTY OR WARRANTY OF SELLER, OR THE BREACH OF, OR FAILURE TO PERFORM OR SATISFY, ANY COVENANT OF SELLER, SET FORTH IN UNDER THIS AGREEMENT OR IN (ii) ON ACCOUNT OF PERSONAL INJURY OR DEATH, OR PROPERTY OR ENVIRONMENTAL DAMAGE, OR ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT ("ASSUMED OBLIGATIONS"); PROVIDED; HOWEVER, BUYER SHALL HAVE NO OBLIGATIONS WITH RESPECT TO LIABILITIES ARISING FROM INJURIES OR DEATH WITH RESPECT TO CONTINUED OPERATION BY SELLER OF THE ASSETS AFTER THE EFFECTIVE TIME AND PRIOR TO THE CLOSING DATE. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SELLER SHALL BE RESPONSIBLE FOR, SHALL PAY ON A CURRENT BASIS, AND SHALL DEFEND, INDEMNIFY, SAVE, HOLD HARMLESS, DISCHARGE AND RELEASE BUYER FROM AND AGAINST ANY AND ALL LIABILITIES, ARISING FROM, CLAIMS BASED UPONON, RELATED TO OR ASSOCIATED WITH: (1) ANY LIABILITIES OF SELLER OTHER THAN THE ASSUMED OBLIGATIONS; (2) ANY ACT, OMISSION, EVENT, CONDITION OR CIRCUMSTANCE INVOLVING OR RELATING TO THE ASSETS OCCURRING OR EXISTING BEFORE THE EFFECTIVE TIME; (3) THE OWNERSHIP OR OPERATION OF THE ASSETS BEFORE THE EFFECTIVE TIME; (4) ANY BROKERS' OR FINDERS' FEES OR COMMISSIONS ARISING WITH RESPECT TO BROKERS OR FINDERS RETAINED OR ENGAGED BY ANY PERSON OTHER THAN BUYER AND RESULTING FROM OR RELATING TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT; (5) THE INACCURACY OF ANY REPRESENTATION OR WARRANTY OF SELLER SET FORTH IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT; (6) THE BREACH OF, OR FAILURE TO PERFORM OR SATISFY, ANY OF THE COVENANTS OF SELLER SET FORTH IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT; AND/OR (7) CAUSED BY OR ARISING OUT OF OR RESULTING FROM INJURY OR DEATH WHICH IS ATTRIBUTABLE INCIDENTAL TO 34 39 OPERATIONS BY SELLER BETWEEN THE EFFECTIVE TIME AND THE CLOSING DATE. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER SHALL BE RESPONSIBLE FOR, SHALL PAY ON A CURRENT BASIS, AND SHALL DEFEND, INDEMNIFY, SAVE, HOLD HARMLESS, DISCHARGE AND RELEASE SELLER FROM AND AGAINST ANY AND ALL LIABILITIES ARISING FROM, BASED UPON, RELATED TO OR ASSOCIATED WITH: (1A) THE ASSUMED OBLIGATIONS; BREACH BY BUYER OF ANY REPRESENTATION, WARRANTY OR COVENANT OR (2B) ANY ACTTHE OWNERSHIP AND/OR OPERATION OF THE PROPERTY FOR PERIODS BEFORE, OMISSION OR EVENT INVOLVING OR RELATING TO THE ASSETS OCCURRING ON AND AFTER THE EFFECTIVE TIME EXCEPT AS SET FORTH IN SECTION 10.3(B), ABOVE;DATE.

Assumption and Indemnification. (a) AT CLOSING, BUYER SHALL ASSUME ALL COSTS, OBLIGATIONS AND LIABILITIES OF SELLER THAT (I) RELATE TO THE ASSETS, (II) ARISE FROM OR RELATE TO EVENTS OCCURRING ON OR AFTER BUT NOT BEFORE THE EFFECTIVE TIME AND (III) DO NOT ARISE FROM OR RELATE TO THE INACCURACY OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR THE BREACH OF, OR FAILURE TO PERFORM OR SATISFY, ANY COVENANT OF SELLER, SET FORTH IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT ("ASSUMED OBLIGATIONS"); PROVIDED; HOWEVER, BUYER SHALL HAVE NO OBLIGATIONS WITH RESPECT TO LIABILITIES ARISING FROM INJURIES OR DEATH WITH RESPECT TO CONTINUED OPERATION BY SELLER OF THE ASSETS AFTER THE EFFECTIVE TIME AND PRIOR TO THE CLOSING DATE. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SELLER SHALL BE RESPONSIBLE FOR, SHALL PAY ON A CURRENT BASIS, AND SHALL DEFEND, INDEMNIFY, SAVE, HOLD HARMLESS, DISCHARGE AND RELEASE BUYER FROM AND AGAINST ANY AND ALL LIABILITIES, ARISING FROM, BASED UPON, RELATED TO OR ASSOCIATED WITH: (1) ANY LIABILITIES OF SELLER OTHER THAN THE ASSUMED OBLIGATIONS; (2) ANY ACT, OMISSION, EVENT, CONDITION OR CIRCUMSTANCE INVOLVING OR RELATING TO THE ASSETS OCCURRING OR EXISTING BEFORE THE EFFECTIVE TIME; (3) THE OWNERSHIP OR OPERATION OF THE ASSETS BEFORE THE EFFECTIVE TIME; (4) ANY BROKERS' OR FINDERS' FEES OR COMMISSIONS ARISING WITH RESPECT TO BROKERS OR FINDERS RETAINED OR ENGAGED BY ANY PERSON OTHER THAN BUYER AND RESULTING FROM OR RELATING TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT; (5) THE INACCURACY OF ANY REPRESENTATION OR WARRANTY OF SELLER SET FORTH IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT; (6) THE BREACH OF, OR FAILURE TO PERFORM OR SATISFY, ANY OF THE COVENANTS OF SELLER SET FORTH IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT; AND/OR (7) CAUSED BY OR ARISING OUT OF OR RESULTING FROM INJURY OR DEATH WHICH IS ATTRIBUTABLE TO 34 39 OPERATIONS BY SELLER BETWEEN THE EFFECTIVE TIME AND THE CLOSING DATE. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER SHALL BE RESPONSIBLE FOR, SHALL PAY ON A CURRENT BASIS, AND SHALL DEFEND, INDEMNIFY, SAVE, HOLD HARMLESS, DISCHARGE AND RELEASE SELLER FROM AND AGAINST ANY AND ALL LIABILITIES ARISING FROM, BASED UPON, RELATED TO OR ASSOCIATED WITH: (1) THE ASSUMED OBLIGATIONS; (2) ANY ACT, OMISSION OR EVENT INVOLVING OR RELATING TO THE ASSETS OCCURRING AFTER THE EFFECTIVE TIME EXCEPT AS SET FORTH IN SECTION 10.3(B), ABOVE;OPERATION