Buyer’s Indemnity Obligations. Buyer shall indemnify Seller against, and hold Seller harmless from and against, any and all amounts that arise from, are based on or relate or otherwise are attributable to (a) any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of Buyer in this Agreement, (b) any violation or breach by Buyer of or default by Buyer under the terms of this Agreement. Seller shall be entitled to recover its reasonable and necessary attorneys’ fees and litigation expenses incurred in connection with successful enforcement of their rights under this Section 6.2.
Buyer’s Indemnity Obligations. If the Closing shall occur, then effective from and after the Closing, subject to the limitations set forth in Section 4.3, this Article XI and otherwise herein, Buyer and its successors and assigns shall be responsible for, shall pay, and will DEFEND, INDEMNIFY and HOLD HARMLESS Seller and its affiliates, and all of its and their respective equity holders, partners, members (excluding, in each case, such equity holders, partners or members that are equity holders, partners or members of Seller or any of its affiliates solely by virtue of their holding publicly traded shares, units or partnership interests), directors, officers, managers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”) from and against any and all obligations, claims, causes of actions, payments, charges, interest assessments, judgments, assessments, liabilities, losses, damages, supplemental environmental projects, penalties, fines, costs and expenses (including any fees of attorneys, experts, consultants, accountants and other professional representatives, and legal or other expenses incurred in connection therewith) and including liabilities, costs, losses and damages for personal injury, illness or death, property damage, contracts claims, torts, investigations, remediation, cleanup, monitoring, reporting or other response to or correction of environmental conditions, or noncompliance with or liability under Laws or otherwise (collectively, “Liabilities”), arising out of, resulting from, based on, associated with, or relating to:
(a) any breach by Buyer of Buyer’s representations and warranties set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv);
(b) any breach by Buyer of Buyer’s covenants set forth in this Agreement or in the certificate delivered at Closing pursuant to Section 9.2(a)(iv); and
(c) the Assumed Liabilities.
Buyer’s Indemnity Obligations. (a) Upon receipt of notice thereof (provided that such notice is received within the survival period set forth in Section 7.4, if applicable), Buyer shall indemnify, defend, and hold harmless Seller from any and all claims, demands, liabilities, damages, deficiencies, losses, obligations, costs, and expenses, including attorney fees and any costs of investigation that Seller shall incur or suffer, that arise, result from or relate to any breach of, or failure by Buyer to perform any of its representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Buyer under this Agreement.
(b) Upon receipt of notice thereof, Buyer shall indemnify, defend, and hold harmless Seller from any and all claims, demands, liabilities, damages, deficiencies, losses, obligations, costs, and expenses, including attorney fees and any costs of investigation that Seller shall incur or suffer, that arise, result from or relate to the conduct of the business of the Company subsequent to the Closing. The indemnification in favor of Seller hereunder is in addition to and not in lieu of any statutory or other contractual rights of indemnification.
(c) Seller shall notify promptly Buyer of the existence of any claim, demand or other matter to which Buyer's indemnification obligations would apply, and shall give it a reasonable opportunity to defend the same at its own expense and with counsel of its own selection, provided that Seller shall at all times also have the right to fully participate in the defense. If Buyer, within a reasonable time after this notice, fails to defend, Seller shall have the right, but not the obligation, to undertake the defense of, and, with the written consent of Buyer, to compromise or settle the claim or other matter on behalf, for the account, and at the risk, of Buyer.
Buyer’s Indemnity Obligations. (a) Upon receipt of notice thereof, Buyer shall indemnify, defend, and hold harmless Seller and/or the Company from any and all claims, demands, liabilities, damages, deficiencies, losses, obligations, costs, and expenses, including attorney fees and any costs of investigation that Seller and/or the Company shall incur or suffer, that arise, result from or relate to any breach of, or failure by Buyer to perform any of its representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Buyer under this Agreement.
(b) Seller and/or the Company shall notify promptly Buyer of the existence of any claim, demand or other matter to which Buyer’s indemnification obligations would apply, and shall give it a reasonable opportunity to defend the same at its own expense and with counsel of its own selection, provided that Seller and the Company shall at all times also have the right to fully participate in the defense. If Buyer, within a reasonable time after this notice, fails to 15 defend, Seller and the Company shall have the right, but not the obligation, to undertake the defense of, and, with the written consent of Buyer, to compromise or settle the claim or other matter on behalf, for the account, and at the risk, of Buyer.
Buyer’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, each entity comprising Buyer, severally and not jointly or jointly and severally, shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS Seller and its parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Losses incurred by any of the Seller Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of such Buyer entity contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of such Buyer entity contained in this Agreement, the Conveyance or in any transaction document related hereto; (iii) the Assumed Obligations; or (iv) the Environmental Obligations.
Buyer’s Indemnity Obligations. Buyer shall indemnify each Seller Indemnified Party against, and hold each Seller Indemnified Party harmless from and against, any and all Indemnified Amounts that arise from, are based on or relate or otherwise are attributable to (i) any breach of any representation or warranty made by or on behalf of Buyer in this Agreement or in any certificate delivered in connection herewith, (ii) any breach or nonfulfillment by Buyer of or default by Buyer under any covenant in this Agreement or (iii) the Assumed Liabilities, in each case except to the extent such Indemnified Amount relates to a matter for which indemnification would be provided under Section 7.1. Notwithstanding the foregoing, Buyer shall not be required to indemnify or hold harmless the Seller Indemnified Parties on account of any Indemnified Amounts arising under Section 7.2(i) above unless the aggregate liability of Buyer in respect of all Indemnified Amounts exceeds the Deductible Amount, and then only for the amount by which the Indemnified Amounts exceed the Deductible Amount. In no event shall the Buyer’s aggregate liability to the Seller Indemnified Parties under Section 7.2(i) above exceed the Ceiling Amount (other than with respect to breaches of representations and warranties contained in Sections 4.1, 4.2 and 4.6, as to which the Ceiling Amount shall not apply).
Buyer’s Indemnity Obligations. Buyer shall indemnify and hold Sellers harmless from and against any and all Indemnified Amounts incurred by the Sellers as a result of (a) any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of the Buyer in this Agreement, (b) any violation or breach by the Buyer of or default by the Buyer under the terms of this Agreement, or (c) any liabilities or obligations of Sellers expressly assumed by Buyer in this Agreement. The failure of the Buyer to cure, remediate or otherwise repair any condition or circumstance existing at the Closing or caused by the Sellers shall not be deemed an "omission" for purposes hereof. The Sellers shall be entitled to recover its reasonable and necessary attorneys' fees and litigation expenses incurred in connection with successful enforcement of its rights under this Section.
Buyer’s Indemnity Obligations. Buyer hereby agrees to indemnify and hold Seller harmless from and against: (i) any Losses to person or the improvements at the Property suffered or incurred by Seller as a result of Buyer’s or its agents’ entry onto the Property prior to Closing for purposes relating to the conduct of due diligence for the transaction contemplated by this Contract and not the Aspen Master Lease (provided, however, in no event shall Buyer be responsible for any damage, loss or liability to the extent resulting from a condition existing at the Property prior to Buyer’s entry thereon), (ii) any Losses suffered or incurred because any representation or warranty by Buyer in Sections 7.1(a) and 7.1(b) shall be false or inaccurate in any material respect; (iii) any Losses suffered or incurred because of any breach on the part of Buyer of its obligations under this Contract (subject to the notice and cure provisions in Section 11.3 and subject to the provisions and limitations in Section 11.1, which will control as to the matters stated therein); and (iv) all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Seller in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section.
Buyer’s Indemnity Obligations. Buyer shall indemnify the Seller and its directors, officers, employees, agents and sub-contractors against, and hold the Seller and its directors, officers, employees, agents and sub-contractors harmless from and against, any and all amounts that arise from, are based on or relate or otherwise are attributable to (a) any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of the Buyer in this Agreement, (b) any violation or breach by the Buyer of or default by Buyer under the terms of this Agreement. The Seller shall be entitled to recover its reasonable and necessary attorneys’ fees and litigation expenses incurred in connection with successful enforcement of its rights under this Section 6.3
Buyer’s Indemnity Obligations. (excluding Environmental Claims). EXCEPT FOR ENVIRONMENTAL CLAIMS WHICH SHALL BE HANDLED IN ACCORDANCE WITH SECTION 8.3, BUYER SHALL RELEASE SELLER AND SELLER’S AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES (COLLECTIVELY, THE “SELLER GROUP”) FROM AND SHALL FULLY PROTECT, INDEMNIFY, AND DEFEND THE SELLER GROUP FROM AND AGAINST ANY AND ALL CLAIMS AND ANY AND ALL OCCURRENCES AND CONDITIONS WHICH WOULD CONSTITUTE CLAIMS BUT WHICH ARE ASSERTED BY BUYER RELATING TO, ARISING OUT OF, OR CONNECTED WITH THE OWNERSHIP OR OPERATION OF THE PROPERTIES (i) PERTAINING TO THE PERIOD AFTER THE EFFECTIVE TIME, AND (ii) PERTAINING TO THE PERIOD PRIOR TO THE EFFECTIVE TIME, UNLESS SUCH CLAIMS OR OCCURRENCES AND CONDITIONS SHALL HAVE BEEN SUBMITTED TO SELLER IN ACCORDANCE WITH THE NOTICE PROVISIONS HEREOF WITHIN EIGHTEEN (18) MONTHS AND ARE IN THE AGGREGATE GREATER THAN THREE HUNDRED NINETY NINE THOUSAND AND NO/100 DOLLARS (US $399,000.00). THIS INDEMNITY SHALL APPLY REGARDLESS OF ANY NEGLIGENCE OF ACT OR OMISSION BY SELLER GROUP.
