Access Indemnity. Notwithstanding any other provision herein to the contrary, Buyer shall indemnify, defend, hold harmless and forever release the each of Seller and its Affiliates, and all of their respective direct and indirect equityholders, partners, members, directors, officers, managers, employees, agents and representatives, from and against any Losses arising out of or in connection with any site visits, access to or inspections of Seller’s or the Company’s assets, records or properties or any other diligence activity by or on behalf of Buyer or its Affiliates or their respective officers, employees, agents and representatives (including pursuant to Buyer’s Independent Title Review or Independent Environmental Review), EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF SELLER, THE COMPANY, OR THEIR RESPECTIVE AFFILIATES, OR ANY OF IT OR THEIR RESPECTIVE DIRECT AND INDIRECT EQUITYHOLDERS, PARTNERS, MEMBERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, EXCEPTING ONLY (A) LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF SELLER, THE COMPANY, OR THEIR RESPECTIVE AFFILIATES, OR ANY OF IT OR THEIR RESPECTIVE DIRECT AND INDIRECT EQUITYHOLDERS, PARTNERS, MEMBERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND (B) LIABILITIES THAT WERE EXISTING PRIOR TO SUCH INSPECTIONS OR ARISING OUT OF OR RELATING TO NONCOMPLIANCE WITH ENVIRONMENTAL LAWS THAT ARE MERELY DISCOVERED (BUT NOT EXACERBATED) BY BUYER OR ANY BUYER’S REPRESENTATIVE DURING SUCH DUE DILIGENCE INVESTIGATION.
Access Indemnity. THE PARTNERSHIP HEREBY AGREES TO DEFEND, INDEMNIFY, RELEASE, PROTECT, SAVE AND HOLD HARMLESS SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL LOSSES AND CLAIMS RESULTING FROM ANY DUE DILIGENCE ACTIVITY CONDUCTED BY THE PARTNERSHIP OR ITS AGENTS, WHETHER BEFORE OR AFTER THE EXECUTION OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY LOSSES RESULTING, IN WHOLE OR IN PART, FROM THE NEGLIGENCE OR STRICT LIABILITY OF SELLERS, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PERSON.
Access Indemnity. BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD THE SELLER INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES ARISING OUT OF, RESULTING FROM OR RELATING TO ANY PERSONAL INJURY TO OR PROPERTY DAMAGE CAUSED BY THE ACTS OR OMISSIONS OF BUYER, BUYER’S AFFILIATES, REPRESENTATIVES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATES’ BEHALF (COLLECTIVELY WITH BUYER, “BUYER REPRESENTATIVES”) IN CONNECTION WITH ANY PERSONAL INJURY TO, OR PROPERTY DAMAGE CAUSED BY, BUYER REPRESENTATIVES DURING THE COURSE OF ANY OFFICE VISIT, FIELD VISIT, ENVIRONMENTAL PROPERTY ASSESSMENT OR OTHER DUE DILIGENCE INVESTIGATION CONDUCTED BY BUYER OR ANY BUYER REPRESENTATIVE WITH RESPECT TO THE ASSETS OR THE CONTROLLED ENTITIES. BUYER shall comply fully with all rules, regulations, policies and instructions delivered by SELLER or Operator to BUYER in writing regarding BUYER’s actions while upon, entering or leaving any property included in the Assets, including any insurance requirements that SELLER may impose on contractors authorized to perform work on any property owned or operated by SELLER or the Controlled Entities.
Access Indemnity. Notwithstanding any other provision herein to the contrary, Buyer shall indemnify, defend, hold harmless and forever release Seller and its Non-Recourse Parties, from and against any Losses arising out of or in connection with any site visits, access to or inspections of Seller’s or the Company’s assets, records or properties or any other diligence activity by or on behalf of Buyer or its Affiliates or their respective officers, employees, agents and representatives (including pursuant to Buyer’s Independent Title Review or Independent Environmental Review), EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY SELLER OR ANY OF SELLER’S NON-RECOURSE PARTIES, EXCEPTING ONLY LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF (A) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER OR ANY OF SELLER’S NON-RECOURSE PARTIES OR (B) THE MERE DISCOVERY OF ANY EXISTING ENVIRONMENTAL CONDITIONS OR ENVIRONMENTAL DEFECTS IN CONNECTION WITH SUCH INDEPENDENT ENVIRONMENTAL REVIEW.
Access Indemnity. Access hereby agrees to indemnify and hold AMAG, its Affiliates and Sublicensees, and their respective employees, directors, agents and contractors, and their respective successors, heirs and assigns and representatives (“AMAG Indemnitees”) harmless from and against all Losses arising from any Third Party claims to the extent due to (i) the Manufacture, Commercialization use or other disposition of the Device by Access [***], (ii) the negligence, or willful misconduct of Access or (iii) any breach of this Agreement by Access, except in each case in the event [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. and to the extent that such Losses arise from (A) the negligence or willful misconduct of AMAG or (B) any breach of this Agreement by AMAG.
Access Indemnity. ACCESS hereby agrees to defend, indemnify and hold PLASMATECH and its Affiliates, and their respective employees, directors, agents and contractors, and their respective successors, heirs and assigns and representatives (“PLASMATECH Indemnitees”) harmless from and against all claims, liability, threatened claims, damages, expenses (including reasonable attorneys’ fees), suits, proceedings, losses or judgments of any kind, including death, personal injury, illness, product liability or property damages (collectively, “Losses”), arising from any Third Party claim to the extent arising out of or relating to (i) the use or practice of the Licensed Technology by ACCESS or any of its Affiliates, Sublicensees, distributors, agents and contractors in the Territory or the Development or Commercialization of Licensed Products by ACCESS or any of its Affiliates, Sublicensees, distributors, agents and contractors in the Territory, (ii) ACCESS’s negligence or willful misconduct, or (iii) ACCESS’s breach of this Agreement, except in each case in the event and to the extent that such Losses arise from (A) the negligence or willful misconduct of PLASMATECH or (B) any breach of this Agreement by PLASMATECH.
Access Indemnity. Access shall indemnify and hold Block harmless against any and all liability, damage, loss, cost or expense (including reasonable attorneys' fees and expenses), hereinafter "Damages," resulting from any third party claim made or suit brought against Block to the extent that such claim or suit (i) is caused by Access' negligence or willful misconduct; (ii) is caused by Access' breach of any of the representations or warranties set forth herein; or (iii) is caused by Access' breach of this Agreement. As the parties intend full indemnification, all costs, expenses and fees, including reasonable attorneys' fees and disbursements, incurred in enforcing this Paragraph 7.2 shall also be reimbursed. Upon filing of any such claim or suit, Block shall immediately Notify Access thereof and shall permit Access at its cost to handle and control such claim or suit. Block shall have the right to participate in the defense of such claim or suit at its own expense.
Access Indemnity. BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD THE SELLER INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES ARISING OUT OF, RESULTING FROM OR RELATING TO ANY PERSONAL INJURY TO OR PROPERTY DAMAGE CAUSED BY THE ACTS OR OMISSIONS OF BUYER, BUYER’S AFFILIATES, REPRESENTATIVES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATES’ BEHALF (COLLECTIVELY WITH BUYER, “BUYER REPRESENTATIVES”) IN CONNECTION WITH ANY PERSONAL INJURY TO, OR PROPERTY DAMAGE CAUSED BY, BUYER REPRESENTATIVES DURING THE COURSE OF ANY OFFICE VISIT, FIELD VISIT, ENVIRONMENTAL PROPERTY ASSESSMENT OR OTHER DUE DILIGENCE INVESTIGATION CONDUCTED BY BUYER OR ANY BUYER REPRESENTATIVE AS TO SELLER’S INDIRECTLY OWNED ASSETS DURING THE FIVE MONTH PERIOD PRIOR TO CLOSING.
Access Indemnity. Buyer shall have access to the Property upon reasonable prior notice to Seller to conduct its due diligence review. Buyer's due diligence review shall be conducted at Buyer's sole cost and expense and Buyer shall pay all such costs as and when due and indemnify Seller from any claims for non-payment or mechanics' liens. Buyer shall not conduct or permit to be conducted any invasive tests or borings as part of its due diligence review. Buyer shall conduct its due diligence review so as to not unreasonably interfere with the operation of Seller's business. Buyer shall repair promptly any damage done to the Property by Buyer or its officers, agents, employees, consultants or contractors (any of the foregoing, including Buyer, shall be referred to singularly as a "BUYER PARTY," and collectively with Buyer as the "BUYER PARTIES") in connection with its inspection of the Property prior to Closing. Buyer shall hold Seller harmless from and shall indemnify and defend Seller against any and all claims, damage, loss, liability, cost or expense, including reasonable attorneys' fees and costs (collectively, "CLAIMS"), suffered or incurred by Seller arising from or related to the activities of the Buyer's Parties on the Property prior to Closing, including in connection with conducting Buyer's due diligence and inspection pursuant hereto; provided, however, that Buyer's indemnity under this Section 4.1 shall not cover any Claims relating to the existence of Hazardous Substances (as defined below) on the Property except to the extent any such Claims result from (i) contamination caused by the activities of any of the Buyer Parties; or (ii) the negligence or willful misconduct of any of the Buyer Parties. Buyer's indemnity under this Section 4.1 shall survive the Closing or earlier termination of this Agreement. If Buyer does not purchase the Property for any reason other than Seller's default, Buyer shall promptly deliver to Seller at Seller's cost (for copying and delivery costs) copies of all studies, reports, surveys or other documentation generated by or on behalf of Buyer relating to the Property, and if Seller requests, Buyer shall return all materials received from Seller relating to the Property.
Access Indemnity. Nothing herein is intended to terminate or otherwise reduce the indemnification obligations of Playa pursuant to paragraph 2 of that certain Limited Access Agreement (the “Access Agreement”) dated as of February 20, 2013, entered into by and between Owner and Playa. Buyer hereby confirms that Playa’s indemnification obligations under paragraph 2 of the Access Agreement are intended to survive the execution of this Agreement, the termination of this Agreement and the Closing contemplated hereunder, and at Owner’s request Buyer agrees to provide written confirmation from Playa that such indemnifications remain in full force and effect.
