Common use of ASSUMPTION OF LIABILITIES; INDEMNIFICATION Clause in Contracts

ASSUMPTION OF LIABILITIES; INDEMNIFICATION. 3.1 Buyer agrees to RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Sellers from and against any and all liability, loss, tax, cost and expense (including, without limitation, claims for personal injury, property damage and court costs and reasonable attorneys’ and experts’ fees) (collectively, “Indemnifiable Losses”) that Sellers may suffer or incur that are attributable to (i) any breach of any representation, warranty, or covenant by or of Buyer in this Agreement or in any certificate or other document delivered by Buyer pursuant to this Agreement, (ii) the Assumed Liabilities ( as hereinafter defined), and (iii) the Subject Assets on or after the Closing Date. 3.2 Sellers agree to RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Buyer from and against any and all Indemnifiable Losses that Buyer may suffer or incur that are attributable to (i) any breach of any representation, warranty, or covenant by or of Sellers in this Agreement or in any certificate or other document delivered by Sellers pursuant to this Agreement, (ii) any and all taxes attributable to the Subject Assets relating to the period prior to Closing Date, and (iii) any Permitted Encumbrances in existence at Closing. Sellers’ liability under this Section 3.2 will not exceed the Purchase Price, as adjusted. 3.3 From and after Closing, the indemnification provisions set forth in Sections 3.1 and 3.2 shall provide the exclusive remedy for breaches of any representation, warranty, agreement, and covenant set forth in this Agreement. In addition, Indemnifiable Losses shall only include actual damages, and shall not include indirect or consequential damages. 3.4 Notwithstanding the foregoing, it is agreed and understood that Buyer shall assume all liabilities arising under the Assigned Leases from and after the Closing Date (“Assumed Liabilities”).

ASSUMPTION OF LIABILITIES; INDEMNIFICATION. 3.1 Buyer As partial consideration for the sale, conveyance, assignment, transfer and delivery of the Assets made under Article II to BFC and to BFCI LP for any sales, conveyances, assignments, transfers and deliveries to be made to BFC and to BFCI LP pursuant to Article VI, BFC hereby assumes and agrees to RELEASEperform and fully discharge all of the Liabilities in accordance with their respective terms. 3.2 BFC hereby agrees to indemnify, DEFENDdefend and hold harmless BNI and each affiliate of BNI (other than BFH LLC or its subsidiaries) and its and their respective successors and assigns, INDEMNIFY and HOLD HARMLESS Sellers from and against any and all liabilityclaims, losscosts, taxdamages, cost liabilities and expense (includingexpenses, without limitation, claims for personal injury, property damage and including court costs and reasonable attorneys’ ' fees and experts’ fees) (collectivelyexpenses, “Indemnifiable Losses”) that Sellers may suffer or incur that are attributable to (i) any breach of any representation, warranty, or covenant by or of Buyer in this Agreement arising from or in any certificate or other document delivered by Buyer pursuant to this Agreement, connection with (iia) the Assumed Liabilities ( as hereinafter defined)hereby assumed by BFC or (b) BFC's failure to perform or discharge any of the Liabilities. BNI hereby agrees to indemnify, defend and hold harmless BFC, and (iii) the Subject Assets on or after the Closing Date. 3.2 Sellers agree to RELEASEBFH LLC and their subsidiaries and its and their successors and assigns, DEFEND, INDEMNIFY and HOLD HARMLESS Buyer from and against any and all Indemnifiable Losses that Buyer may suffer or incur that are attributable to (i) any breach claims, costs, damages, liabilities and expenses, including court costs and reasonable attorneys' fees and expenses, arising out of any representation, warranty, or covenant by or of Sellers in this Agreement or in connection with any certificate action, claim or other document delivered proceeding against, and all liabilities, obligations and indebtedness of, BNI and each of its subsidiaries or affiliates, except for the Liabilities assumed by Sellers pursuant to BFC hereunder. 3.3 For the purpose of this Agreement, (ii) any and all taxes attributable an "INDEMNIFIED PARTY" is a party who is entitled to indemnity pursuant to the Subject Assets relating provisions of this Agreement, and an "INDEMNIFYING PARTY" is a party who has an obligation of indemnity pursuant to the period prior to Closing Date, and (iii) any Permitted Encumbrances in existence at Closing. Sellers’ liability under this Section 3.2 will not exceed the Purchase Price, as adjusted. 3.3 From and after Closing, the indemnification provisions set forth in Sections 3.1 and 3.2 shall provide the exclusive remedy for breaches of any representation, warranty, agreement, and covenant set forth in this Agreement. In addition, Indemnifiable Losses An Indemnified Party shall only include actual damages, give an Indemnifying Party prompt written notice of any claim that has given or could give rise to a right of indemnification under this Agreement and shall not include indirect provide reasonable access to such information (whether oral or consequential damages. 3.4 Notwithstanding written), records and other materials in the foregoingpossession or control of the Indemnified Party as may be necessary or appropriate to enable the Indemnifying Party, it is agreed its employees, agents, attorneys, consultants and/or contractors to investigate, assess and understood that Buyer otherwise evaluate the claim, prepare its position and take remedial or other appropriate action. The Indemnifying Party shall assume all liabilities arising under have the Assigned Leases from and after the Closing Date (“Assumed Liabilities”).responsibility of contesting, defending, litigating, settling or satisfying any