Buyer's Indemnity; Delivery of Reports. Buyer hereby agrees to indemnify, defend, and hold Seller free and harmless from and against any and all costs, losses, damages and expenses, of any kind or nature whatsoever (including reasonable attorneys' fees and costs but excluding punitive damages) arising out of or resulting from the breach of the terms of Subsection 9.
1.1 or the entry and/or the conduct of activities upon the Property by Buyer or any of Buyer's Representatives in connection with the inspections, examinations, testings and investigations of the Property conducted at any time prior to the Closing, which indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. Buyer shall deliver promptly to Seller copies of all third party reports commissioned by or on behalf of Buyer evidencing the results of tests, studies or inspections of the Property.
Buyer's Indemnity; Delivery of Reports. Buyer hereby agrees to indemnify, defend, and hold Seller and each of the other Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees and expenses) arising out of or resulting from (a) the breach of the terms of Subsection 10.2.4 or (b) the entry on the Real Property and/or the conduct of any Due Diligence by Buyer or any of Buyer’s Representatives or consultants at any time prior to the Closing, which indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. If this Agreement is terminated for any reason other than Seller’s default, Buyer shall deliver promptly to Seller copies of all third party reports commissioned by or on behalf of Buyer or Buyer’s Representatives evidencing the results of its Due Diligence.
Buyer's Indemnity; Delivery of Reports. Buyer hereby agrees to conduct all of its due diligence and its activities upon the Property in compliance with all laws. Buyer hereby agrees to indemnify, defend, and hold Seller free and harmless from and against any and all costs, loss, damages and expenses, of any kind or nature whatsoever (including attorneys fees and costs), arising out of or resulting from the entry and/or the conduct of activities upon the Property by Buyer, its agents, contractors and/or subcontractors in connection with the inspections, examinations, testings and investigations of the Property conducted at any time prior to the Closing, which indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. The foregoing indemnity shall not protect Seller from costs, liabilities, damages or expenses arising solely from the discovery by Buyer of existing conditions at the Property during Buyer's inspections. Buyer shall deliver promptly to Seller copies of all third party reports (other than those containing privileged or confidential information) commissioned by Buyer evidencing the results of tests, studies or inspections of the Property.
Buyer's Indemnity; Delivery of Reports. Buyer hereby agrees to indemnify, defend, and hold Seller and each of the other Seller Parties free and harmless from and against any and all damages, losses, costs, claims, liabilities, expenses, demands and obligations, of any kind or nature whatsoever (including attorneys’ fees and costs and collection costs)(collectively, “Losses”) arising out of or resulting from the breach by Buyer of the terms of the Confidentiality Agreement or the Access Agreement, which indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. Buyer shall deliver promptly to Seller, at Seller’s request, copies of all third party reports commissioned by or on behalf of Buyer evidencing the results of its Due Diligence.
Buyer's Indemnity; Delivery of Reports. Buyer hereby agrees to indemnify, defend, and hold Seller, each of the Seller Parties and the Property free and harmless from and against any and all costs, loss, damages and expenses, of any kind or nature whatsoever (including attorneys fees and costs), arising out of or resulting from the entry and/or the conduct of activities upon the Property by Buyer, its agents, contractors and/or subcontractors in connection with the inspections, examinations, testings and investigations of the Property conducted at any time prior to the Closing,
Buyer's Indemnity; Delivery of Reports. To the extent provided in Section 5.1 above, Buyer hereby agrees to indemnify, defend, and hold Seller and each of the other Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys' fees and expenses) arising out of or resulting from the entry on the Real Property and/or the conduct of any Due Diligence by Buyer or any of Buyer's Representatives or consultants at any time prior to the Closing, which indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. If this Agreement is terminated for any reason other than Seller's default, Buyer shall deliver promptly to Seller copies of all third party reports commissioned by or on behalf of Buyer or Buyer's Representatives evidencing the results of its Due Diligence and which do not contain confidential or proprietary information relating to Buyer or Buyer's affiliates.
Buyer's Indemnity; Delivery of Reports. Buyer hereby agrees to indemnify, defend, and hold Seller and its officers, directors, employees, agents, attorneys, counsel, broker, investment manager, or any other party related in any way to any of the foregoing (collectively, the "Seller Parties"), each of the other Seller Parties and the Property free and harmless from and against any and all costs, loss, damages and expenses, of any kind or nature whatsoever (including attorneys fees and costs), arising out of or resulting from the entry and/or the conduct of activities upon the Property by Buyer, its agents, contractors and/or subcontractors in connection with the inspections, examinations, tests and investigations of the Property conducted at any time prior to the Closing, which indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. Buyer shall deliver promptly to Seller copies of all third party reports commissioned by Buyer evidencing the results of tests, studies or inspections of the Property.
Buyer's Indemnity; Delivery of Reports. Buyer hereby agrees to indemnify, defend, and hold Seller, its counsel, Lazard Freres & Co., L.L.C. ("Investment Banker"), its sales agents, any partner, officer, director, employee, agent or attorney of Seller, its counsel, Investment Banker or its sales agents, and any other party related in any way to any of the foregoing (all of which parties are herein collectively called the "Seller Parties") and the Property free and harmless from and against any and all costs, loss, damages and expenses, of any kind or nature whatsoever (including reasonable attorneys fees and costs), arising out of or resulting from the entry and/or the conduct of activities upon the Property by Buyer, its agents, contractors and/or subcontractors in connection with the inspections, examinations, testings and investigations of the Property conducted at any time prior to the Closing, which indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. If this Agreement terminates for any reason prior to Closing, Buyer shall deliver promptly to Seller copies of all third party reports commissioned by Buyer evidencing the results of tests, studies or inspections of the Property.
Buyer's Indemnity; Delivery of Reports. Buyer hereby agrees to indemnify, defend, and hold Seller, its counsel, CB Commercial Real Estate Group, Inc. ("Broker"), its sales agents, each partner, officer, director, employee, agent or attorney of Seller, their respective counsel, Broker or its sales agents and each other party related in any way to the foregoing parties (collectively, the "Seller Parties"), and the Property free and harmless from and against any and all costs, loss, damages and expenses, of any kind or nature whatsoever (including attorneys fees and costs), arising out of or resulting from
Buyer's Indemnity; Delivery of Reports. Buyer hereby agrees to indemnify, defend, and hold Seller, its counsel, Broker (as defined below), Broker's sales agents, and all partners, officers, directors, employees, agents and attorneys of Seller, its counsel, Broker, and Broker's sales agents, and any other party related in any way to any of the foregoing (all of which parties are herein collectively called the "Seller Parties"), and the Property free and harmless from and against any and all costs, loss, damages and expenses, of any kind or nature whatsoever (including attorneys fees and costs), to the extent arising out of or resulting from the entry and/or the conduct of activities upon the Property by Buyer, its agents, contractors, subcontractors and/or other Buyer's Representatives in connection with the inspections, examinations, testings and investigations of the Property conducted at any time prior to the Closing, which indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. If the Closing fails to take place, Buyer shall deliver promptly to Seller, without recourse, representation or warranty, copies of all third party reports commissioned by Buyer evidencing the results of tests, studies or inspections of the Property, provided that such documents shall be in Buyer's possession or subject to its control, and provided further that Buyer shall have the right to deliver such reports.
