Common use of Buyer Indemnity Clause in Contracts

Buyer Indemnity. Buyer shall defend, indemnify and hold harmless Seller, and its Affiliates, directors, officers, shareholders, employees, successors, assigns and agents (“Seller Entities”), from and against any and all Claims, to the extent caused by (i) any Hazardous Materials in soil, groundwater, surface water, or soil gas on or under the Real Property (to the extent not present on or under the Real Property prior to the Closing), except that if such Buyer proves that such Hazardous Materials did not arise from the operation, occupancy or use of the Real Property by Buyer, or any of its, affiliates, employees, subtenants, occupants, contractors, agents or invitees (“Buyer-related Use Entities”), Buyer’s share of liability for such Claims (i.e. Claims caused by any Hazardous Materials in soil, groundwater, surface water, or soil gas on or under the Real Property to the extent not present on or under the Real Property prior to the Closing that Buyer proves did not arise from the operation, occupancy or use of the Real Property by Buyer-related Use Entities) shall be limited to fifty percent (50%) of the amount of such Claims and Buyer’s total liability for all such Claims in the aggregate shall be limited to $1,000,000; (ii) any failure of Buyer-related Use Entities to comply with Environmental Laws on the Real Property (provided that Buyer’s mere ownership alone of the Ground Lease with Pre-Existing Contamination on or under the Real Property shall not be considered a Buyer violation of Environmental Laws for purposes of this indemnity in Section 5.2(ii)) or Buyer’s breach of any environmental provision of this Agreement, except to the extent such failure is caused by matters described in Section 5.1(i)-(iii); (iii) the acts of Buyer and/or Buyer-related Use Entities that exacerbate any Pre-Existing Contamination that was disclosed to Buyer in documents provided by Seller, or discovered by Buyer prior to the Closing Date in Buyer’s investigations of the Property; or (iv) Building Materials (whether such materials are present before or after Closing, and regardless of whether the Claims caused by the Building Materials arise under the Ground Lease, other Stanford contractual documents related to the Property, or any other provision of law), other than Claims for personal injury that are described in Section 5.1(iv) or with respect to Seller’s liability for signing manifests as described in Section 3.3(c). Buyer’s indemnity obligation to Seller under this Section 5.2 does not extend to Seller’s own lost profits, Seller’s business losses, or Seller’s consequential damages, providing that such limitations do not apply to Buyer’s indemnity obligation of Seller for third party claims that include the third party’s lost profits, business losses, or consequential damages. Notwithstanding any provision of this Section 5.2, Seller is not relieved of, and Buyer does not release Seller from or indemnify Seller for, any Seller failure to comply with the covenants or other provisions of this Agreement regarding environmental matters or the Post-Closing Agreement.

Buyer Indemnity. Buyer hereby gives Seller the following indemnities, which, subject to the limitations set forth herein, shall be the sole and exclusive obligations of Buyer from and after Closing with respect to the Property: Buyer shall defendindemnify, indemnify defend and hold Seller and the other Seller Indemnitees harmless Seller, and its Affiliates, directors, officers, shareholders, employees, successors, assigns and agents (“Seller Entities”), from and against any Losses imposed upon, incurred or suffered by any of the Seller Indemnitees that results from, relates to or arises out of: (a) the breach or inaccuracy of any representation or warranty made by Buyer in Section 6.11 of this Agreement or in the Buyer Closing Documents; (b) the breach or default by Buyer of any of the covenants, agreements or obligations of Buyer which expressly survive Closing under the terms of this Agreement; (c) claims made by any Tenants under the Tenant Leases, REA Parties under the REAs, or by any party under those Contracts assigned to Buyer, that relate to any actions or events first occurring, or obligations first accruing, on or after the Closing Date; and all Claims(d) claims made by any third party that relate to any goods or services contracted for or agreed to by Buyer or Buyer's officers, directors, partners, employees, agents or representatives, and (e) any tort, negligent act or omission, occurrence or accident occurring at any time on or after the Closing Date relating to the Property, provided, however, that such agreement by Buyer to so indemnify, defend and hold Seller harmless shall be null and void except to the extent that Buyer has received notice from Seller within eighteen (18) months of the Closing Date referring to this Section and specifying the amount, nature and facts underlying any claim being made by Seller under this indemnity by Buyer. Buyer hereby agrees to assume all liability and responsibility for the performance of the work described on Schedule 6.12 hereto. Buyer shall indemnify, defend and hold Seller and the other Seller Indemnitees harmless from and against any Losses imposed upon, incurred or suffered by any of the Seller Indemnitees that results from, relates to or arises out of the non-performance of such work, or any claim made under any letter of credit posted by Seller with respect to such work. Buyer hereby agrees to assume all liability and responsibility for the two remaining underground storage tanks described in the environmental reports listed in Exhibit D to this Agreement. Buyer shall indemnify, defend and hold Seller and the other Seller Indemnitees harmless from and against any Losses imposed upon, incurred or suffered by Seller or any of the Seller Indemnitees that results from or relates to such underground storage tanks, including any requirement, claim or demand relating to further remediation efforts with regard to such underground storage tanks, provided, however, that the agreement by Buyer to assume responsibility and liability, and to indemnify and defend Seller and the other Seller Indemnitiees shall not apply to any third party claims for Losses (other than any requirement, claim, cost or demand relating to remediation) caused by (i) any Hazardous Materials in soil, groundwater, surface water, or soil gas on or under the Real Property (such underground storage tanks if and to the extent not present on that the claim relates to Losses (other any than requirement, claim, cost or under demand relating to remediation) occurring during the Real Property prior to the Closing), except that if such Buyer proves that such Hazardous Materials did not arise from the operation, occupancy or use of the Real Property by Buyer, or any of its, affiliates, employees, subtenants, occupants, contractors, agents or invitees (“Buyer-related Use Entities”), Buyer’s share of liability for such Claims (i.e. Claims caused by any Hazardous Materials in soil, groundwater, surface water, or soil gas on or under the Real Property to the extent not present on or under the Real Property period prior to the Closing that Buyer proves did not arise from the operation, occupancy or use of the Real Property by Buyer-related Use Entities) shall be limited to fifty percent (50%) of the amount of such Claims and Buyer’s total liability for all such Claims in the aggregate shall be limited to $1,000,000; (ii) any failure of Buyer-related Use Entities to comply with Environmental Laws on the Real Property (provided that Buyer’s mere ownership alone of the Ground Lease with Pre-Existing Contamination on or under the Real Property shall not be considered a Buyer violation of Environmental Laws for purposes of this indemnity in Section 5.2(ii)) or Buyer’s breach of any environmental provision of this Agreement, except to the extent such failure is caused by matters described in Section 5.1(i)-(iii); (iii) the acts of Buyer and/or Buyer-related Use Entities that exacerbate any Pre-Existing Contamination that was disclosed to Buyer in documents provided by Seller, or discovered by Buyer prior to the Closing Date in Buyer’s investigations of the Property; or (iv) Building Materials (whether such materials are present before or after Closing, and regardless of whether the Claims caused by the Building Materials arise under the Ground Lease, other Stanford contractual documents related to the Property, or any other provision of law), other than Claims for personal injury that are described in Section 5.1(iv) or with respect to Seller’s liability for signing manifests as described in Section 3.3(c)Date. Buyer’s indemnity obligation to Seller under this Section 5.2 does not extend to Seller’s own lost profits, Seller’s business losses, or Seller’s consequential damages, providing that such limitations do not apply to Buyer’s indemnity obligation of Seller for third party claims that include the third party’s lost profits, business losses, or consequential damages. Notwithstanding any provision The provisions of this Section 5.2shall survive Closing, Seller is not relieved of, and Buyer does not release Seller from or indemnify Seller for, any Seller failure subject to comply with the covenants or other provisions of this Agreement regarding environmental matters or the Post-Closing Agreementlimitations set forth herein.

Buyer Indemnity. Buyer shall defendwill, indemnify at its expense, indemnify, defend and hold harmless Seller, Licensor and (at Licensor’s option) its AffiliatesAffiliates and their respective officers, directors, officers, shareholders, employees, successors, assigns agents and agents representatives (collectively “Seller EntitiesLicensor Indemnified Parties”), ) from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all related liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees) (“Claims”) to the extent arising out of or relating to an allegation of any of the following: (a) a Claim that the Buyer Materials or Buyer Data provided hereunder or Licensor’s use thereof as permitted under this Agreement infringes or violates any third party’s Proprietary Rights; provided, however, that Buyer shall not be responsible to indemnify Licensor or Licensor Indemnified Parties, to the extent caused by such alleged infringement arises from: (i) any Hazardous Materials in soilitems, groundwaterdevices, surface waterdata, programs, software, hardware or soil gas on written materials specifically supplied by Licensor or under the Real Property (to the extent not present on or under the Real Property prior to the Closing), except that if such Buyer proves that such Hazardous Materials did not arise from the operation, occupancy or use of the Real Property by Buyer, or any of its, affiliates, employees, subtenants, occupants, contractors, agents or invitees (“Buyer-related Use Entities”), Buyer’s share of liability for such Claims (i.e. Claims caused by any Hazardous Materials in soil, groundwater, surface water, or soil gas on or under the Real Property to the extent not present on or under the Real Property prior to the Closing that Buyer proves did not arise from the operation, occupancy or use of the Real Property by Buyer-related Use Entities) shall be limited to fifty percent (50%) of the amount of such Claims and Buyer’s total liability for all such Claims in the aggregate shall be limited to $1,000,000Licensor Indemnified Parties; (ii) any failure of Buyer-related Use Entities to comply with Environmental Laws on the Real Property (provided that Buyer’s mere ownership alone combinations of the Ground Lease Buyer Materials or any Buyer Data with Pre-Existing Contamination on any other items, devices, data, programs, software, hardware or under the Real Property shall written materials not be considered a Buyer violation of Environmental Laws for purposes of this indemnity in Section 5.2(ii)) provided or made accessible by Buyer’s breach of any environmental provision of this Agreement, except to the extent such failure is caused by matters described in Section 5.1(i)-(iii); (iii) modifications to the acts of Buyer and/or Buyer-related Use Entities that exacerbate Materials or any Pre-Existing Contamination that was disclosed to Buyer in documents Data not provided by SellerBuyer or its Personnel; (iv) any portion of the Buyer Materials or any Buyer Data (or any modification thereto) that is made by Buyer or its agents according to or in compliance with Licensor’s or Licensor Indemnified Parties’ written designs, specifications, instructions, or discovered by Buyer prior to the Closing Date in Buyer’s investigations like; (v) use of the PropertyBuyer Materials or any Buyer Data by Licensor in breach of this Agreement; or (ivvi) Building the failure of Licensor or Licensor Indemnified Parties to use an updated, non-infringing version of the Buyer Materials (whether such materials are present before or after Closing, and regardless of whether the Claims caused by the Building Materials arise under the Ground Lease, other Stanford contractual documents related to the Property, or any other provision Buyer Data that was made available by Buyer; (b) any unauthorized or unlawful receipt, processing, transmission or storage of law)Buyer Data by Licensor in the performance of its obligations as permitted under this Agreement resulting from breach of Buyer’s obligations under Section 7.2.2 or 7.6.3; and (c) use of the Software, Service or any Content by or on behalf of Buyer or an Authorized Buyer Entity other than Claims for personal injury that are described in Section 5.1(iv) or with respect to Seller’s liability for signing manifests as described in Section 3.3(c). Buyer’s indemnity obligation to Seller under this Section 5.2 does not extend to Seller’s own lost profits, Seller’s business losses, or Seller’s consequential damages, providing that such limitations do not apply to Buyer’s indemnity obligation of Seller for third party claims that include the third party’s lost profits, business losses, or consequential damages. Notwithstanding any provision of this Section 5.2, Seller is not relieved of, and Buyer does not release Seller from or indemnify Seller for, any Seller failure to comply accordance with the covenants or other provisions of this Agreement regarding environmental matters or the Post-Closing Agreement.

Buyer Indemnity. Buyer shall defend, indemnify and hold harmless Seller, and its Affiliates, directors, officers, shareholders, employees, successors, assigns and agents Seller against (“Seller Entities”), from and against a) claims that Equipment infringes any and all Claims, to the extent caused by (i) any Hazardous Materials in soil, groundwater, surface water, or soil gas on or under the Real Property (to the extent not present on or under the Real Property prior to the Closing), except that if such Buyer proves that such Hazardous Materials did not arise from the operation, occupancy or use of the Real Property by Buyer, or any of its, affiliates, employees, subtenants, occupants, contractors, agents or invitees (“Buyer-related Use Entities”), Buyer’s share of liability for such Claims (i.e. Claims caused by any Hazardous Materials in soil, groundwater, surface water, or soil gas on or under the Real Property to the extent not present on or under the Real Property prior to the Closing that Buyer proves did not arise from the operation, occupancy or use of the Real Property by Buyer-related Use Entities) shall be limited to fifty percent (50%) of the amount of such Claims and Buyer’s total liability for all such Claims in the aggregate shall be limited to $1,000,000; (ii) any failure of Buyer-related Use Entities to comply with Environmental Laws on the Real Property (provided that Buyer’s mere ownership alone of the Ground Lease with Pre-Existing Contamination on or under the Real Property shall not be considered a Buyer violation of Environmental Laws for purposes of this indemnity in Section 5.2(ii)) or Buyer’s breach of any environmental provision of this Agreement, except patent to the extent such failure claim is based upon or arises out of the use of Equipment for an application or to process a material other than the particular application and material for which it is designed and intended, a change or modification to Equipment (unless the change or modification is made by or in accordance with written instructions of Seller), the material being processed with Equipment, any non-Seller Equipment, product or system with which Seller Equipment is used, installed or incorporated, or the use of any intellectual property of Buyer or any of its affiliates, and (b) claims for personal injury to the extent to such personal injury is caused by matters described in Section 5.1(i)-(iii); (iii) the acts of Buyer and/or Buyer-related Use Entities that exacerbate any Pre-Existing Contamination that was disclosed to Buyer in documents or results from compliance with a design provided by Buyer, inclusion of a design feature required by Buyer, damage or accident to Equipment or any part or component thereof during or after shipment, the use of Equipment for an application or to process a material other than the particular application and material for which it is designed and intended, a change or modification to Equipment (unless the change or modification is made by or in accordance with written instructions of Seller), misuse, abuse or neglect of Equipment, deterioration of Equipment by erosion, abrasion or chemical action, the material being processed with Equipment, any non- Seller Equipment, product or system with which Seller Equipment is used, installed or incorporated, the defacement, removal, modification or deactivation of any warning label or safety feature, or discovered improper installation (except for installation provided or supervised by Seller), operation or maintenance of Equipment. Xxxxx’s obligation to defend, indemnify and hold harmless Seller against a claim shall be subject to and conditioned upon Seller giving Buyer prior written notice of such claim (including all known material facts related thereto) within ten days after it is asserted against Seller (provided that the failure to give Buyer written notice of a claim as provided herein shall relieve Buyer from its obligations hereunder only if and to the Closing Date in extent Buyer is prejudiced thereby) and Seller giving Buyer exclusive direction and control of the investigation, defense and settlement of such claim, including, but not limited to, selection of legal counsel to represent Seller at Buyer’s investigations of the Property; or (iv) Building Materials (whether such materials are present before or after Closing, and regardless of whether the Claims caused by the Building Materials arise under the Ground Lease, other Stanford contractual documents related to the Property, or any other provision of law), other than Claims for personal injury that are described in Section 5.1(iv) or with respect to Seller’s liability for signing manifests as described in Section 3.3(c). Buyer’s indemnity obligation to Seller under this Section 5.2 does not extend to Seller’s own lost profits, Seller’s business losses, or Seller’s consequential damages, providing that such limitations do not apply to Buyer’s indemnity obligation of Seller for third party claims that include the third party’s lost profits, business losses, or consequential damages. Notwithstanding any provision of this Section 5.2, Seller is not relieved of, and Buyer does not release Seller from or indemnify Seller for, any Seller failure to comply with the covenants or other provisions of this Agreement regarding environmental matters or the Post-Closing Agreementexpense.

Buyer Indemnity. Buyer shall defendshall, indemnify effective from and after the Closing --------------- Date, as the sole and exclusive obligation of Buyer with respect to this Agreement or the Property, except as provided further in this Section, indemnify, defend and hold the Indemnified Parties, harmless Seller, and its Affiliates, directors, officers, shareholders, employees, successors, assigns and agents (“Seller Entities”), from and against any actual, direct damages (and all Claimsreasonable attorneys' fees and other legal costs) incurred by the Indemnified Parties within one (1) year of the Closing Date which the Indemnified Parties can prove would not have incurred but for any inaccuracy as of the Closing Date in the representations and warranties of Buyer set forth in Section hereof entitled "Representations and Warranties and Covenants of Buyer," and Article 11 Entitled Brokers but specifically excluding any statement of facts, whenever occurring, that Seller had notice of on or before the Closing Date. Such agreement by Buyer to so indemnify, defend and hold the Indemnified Parties harmless, shall be null and void except to the extent caused by that, within one (i1) any Hazardous Materials in soilyear of the Closing Date, groundwater, surface water, or soil gas on or under the Real Property (to the extent not present on or under the Real Property prior to the Closing), except that if Indemnified Parties have actually incurred such damage and Buyer proves that such Hazardous Materials did not arise has received notice from the operationIndemnified Parties pursuant to Article 9 hereof entitled "NOTICES" referring to this Section and specifying the amount, occupancy or use nature and facts underlying any claim being made by any of the Real Property Indemnified Parties hereunder. In addition, Buyer shall indemnify, defend and hold the Indemnified Parties, harmless from and against any actual, direct damages (and reasonable attorneys' fees and other legal costs) incurred by any of the Indemnified Parties for a claim which: (a) is made by a third party alleging a tort committed by Buyer, or any of its, affiliates, employees, subtenants, occupants, contractors, agents (b) alleges bodily injury or invitees (“Buyer-property damage related Use Entities”), Buyer’s share of liability for such Claims (i.e. Claims caused by any Hazardous Materials in soil, groundwater, surface water, or soil gas to the Property and occurring on or under the Real Property to the extent not present on or under the Real Property prior to after the Closing Date; provided that Buyer proves did such claim does not arise from out of or in any way relate to Hazardous Material or pollutants. Additionally, this provision does not limit the operation, occupancy or use of the Real Property by Buyer-related Use Entities) shall be limited to fifty percent (50%) of the amount of such Claims and Buyer’s total liability for all such Claims in the aggregate shall be limited to $1,000,000; (ii) any failure of Buyer-related Use Entities to comply with Environmental Laws on the Real Property (provided that Buyer’s mere ownership alone of the Ground Lease with Pre-Existing Contamination on or Seller's remedies under the Real Property shall not be considered a Buyer violation of Environmental Laws for purposes of this indemnity in Section 5.2(ii)) or Buyer’s breach of any environmental provision 15.3 of this Agreement, except to the extent such failure is caused by matters described in Section 5.1(i)-(iii); (iii) the acts of Buyer and/or Buyer-related Use Entities that exacerbate any Pre-Existing Contamination that was disclosed to Buyer in documents provided by Seller, or discovered by Buyer prior to the Closing Date in Buyer’s investigations of the Property; or (iv) Building Materials (whether such materials are present before or after Closing, and regardless of whether the Claims caused by the Building Materials arise under the Ground Lease, other Stanford contractual documents related to the Property, or any other provision of law), other than Claims for personal injury that are described in Section 5.1(iv) or with respect to Seller’s liability for signing manifests as described in Section 3.3(c). Buyer’s indemnity obligation to Seller under this Section 5.2 does not extend to Seller’s own lost profits, Seller’s business losses, or Seller’s consequential damages, providing that such limitations do not apply to Buyer’s indemnity obligation of Seller for third party claims that include the third party’s lost profits, business losses, or consequential damages. Notwithstanding any provision of this Section 5.2, Seller is not relieved of, and Buyer does not release Seller from or indemnify Seller for, any Seller failure to comply with the covenants or other provisions of this Agreement regarding environmental matters or the Post-Closing Agreement.