Chapter 6 - FORM 6S • PURCHASE AGREEMENT CLAUSES — INDEMNITY

• Jurisdiction: Colorado

FORM 6S • PURCHASE AGREEMENT CLAUSES — INDEMNITY

Environmental Indemnity: [Seller] agrees to indemnify, defend, and hold harmless [buyer] and its agents, affiliates, officers, directors, and employees of and from all liability, claims, demands, actions, and causes of action whatsoever (including without limitation the reasonable fees and disbursements of [buyer]'s attorneys and their staff, and costs and expenses reasonably incurred in investigating, preparing, or defending against any litigation or claim, action, suit, proceeding, or demand of any kind or character) arising out of or related to the contamination of the premises by any hazardous substance or environmental pollutants in violation of any federal, state, or local environmental statutes or ordinances, including, without limitation, violation of CERCLA.

- OR -

(broad indemnity clause)

Environmental Indemnity: [Seller] and its successors and assigns agree to defend, indemnify, and hold harmless [buyer] and its directors, officers, employees, agents, contractors, subcontractors, licensees, invitees, successors, and assigns from and against all claims, demands, judgments, damages, actions, causes of action, injuries, administrative orders, consent agreements and orders, liabilities, penalties, costs (including but not limited to any cleanup costs), and all expenses of any kind whatsoever, including claims arising out of loss of life, injury to persons, property, or business or damage to natural resources in connection with the activities of [seller], its predecessors in interest, third parties who have trespassed on the property, or parties in a contractual relationship with [seller], or any of them, whether or not occasioned wholly or in part by any condition, accident, or event caused by any act or omission of [seller], which:

(i) arises out of an actual, alleged, or threatened incident pertaining to a hazardous substance; or

(ii) actually or allegedly arises out of the use, specification, or inclusion of any product, material, or process containing chemicals, the failure to detect the existence or proportion of chemicals in the soil, air, surface water, or groundwater, or the performance or failure to perform the abatement of any pollution source or the replacement or removal of any soil, water, surface water, or groundwater containing chemicals.

[Seller] and its successors and assigns will bear, pay, and discharge when and as the same become due and payable, all such judgments or claims for...