SNE Project, Phase1 tenders due by early Sept, page-12

RE No Indemnification : Really? Have you read the Purchase and Sales Agreement (PSA) between COP and WPL?

The text below is taken from another COP PSA and my understanding is the PSA pretty much always has such indemnification that any issue that arises out of the Seller's error prior to the closure date is on the seller.

QUOTE

INDEMNIFICATION BY SELLER.SELLER AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER AND ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY CALLED “BUYER INDEMNIFIED PARTIES”) FROM ANY DAMAGES ARISING OUT OF, RELATING TO OR RESULTING FROM: (i) ANY BREACH OR INACCURACY IN ANY REPRESENTATION MADE BY SELLER OR THE BREACH OF ANY WARRANTY BY THE SELLER CONTAINED IN THIS AGREEMENT OR ANY CERTIFICATE OR OTHER DOCUMENTS DELIVERED PURSUANT TO THIS AGREEMENT AT CLOSING;(ii) ANY FAILURE BY THE SELLER TO PERFORM OR OBSERVE ANY TERM, PROVISION, COVENANT OR AGREEMENT ON THE PART OF SELLER TO BE PERFORMED OR OBSERVED UNDER THIS AGREEMENT; (iii) ALL OBLIGATIONS ASSUMED OR RETAINED BY SELLER IN THIS AGREEMENT;(iv) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, FROM AND AGAINST ANY AND ALL CLAIMS AND LIABILITY (WHETHER KNOWN, UNKNOWN, ACCRUED, ABSOLUTE, CONTINGENT OR OTHERWISE AND WHETHER BASED UPON ALLEGATIONS OF NEGLIGENCE, STATUTORY LIABILITY, STRICT LIABILITY OR OTHERWISE) ATTRIBUTABLE TO SELLER’S OWNERSHIP OR OPERATION OF THE ASSETS PRIOR TO THE EFFECTIVE TIME

ENDQUOTE