Condominium Conversions. Purchaser agrees to indemnify, defend and hold Seller, Seller’s Affiliates, and each of their respective members, partners, officers, directors, trustees, parents, subsidiaries, shareholders, managers, beneficiaries, employees and agents, harmless from and against any and all demands, claims, causes of action, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever and of any kind or nature (including, without limitation, court costs and reasonable attorneys’ fees arising out of any of the above), whether in tort, contract or otherwise, and whether arising under statutes in effect in the State of Illinois or otherwise, arising out of or directly relating to claims made or brought by or on behalf of any party or parties who acquire or contract to acquire any ownership interest in the Property following the filing or recording of any document providing for the conversion of the Property to a form of condominium ownership under any state or local law (including, without limitation, condominium and homeowner associations), and their successors and assigns, in connection with or related to, the physical condition of the Property prior to, at and subsequent to Closing, including, without limitation, with respect to deficiencies (including, without limitation, any latent or patent defect) in the design, specification, surveying, planning, development, supervision or construction of an improvement to the Property, or any injury arising out of any such deficiency, all structural and seismic elements of the Property, all mechanical, electrical, plumbing, sewage, heating, ventilating, air conditioning and other systems, the existence of asbestos, mold, mildew or fungi and the environmental condition of the Property. The provisions of this Section 11 shall survive the Closing for the longest period permitted by law. Purchaser and Seller acknowledge and agree that the disclaimers, indemnifications and other agreements set forth herein are an integral part of this Agreement and that Seller would not have agreed to sell the Property to Purchaser for the Purchase Price and Purchaser would not have agreed to enter into the transaction contemplated by this Agreement without such disclaimers, indemnifications and other agreements set forth above.
Condominium Conversions. The City shall continue to regulate conversions of rental developments to condominium ownership to conserve the supply of rental housing. Primary Implementing Programs Program H5.F Database Monitoring
Condominium Conversions a. The Company hereby agrees to indemnify Consultant for any claims arising after the date hereof by any third party (other than Consultant or its Affiliates), including for reasonable attorney’s fees and reasonable costs incurred in connection with any claim, made against Consultant in connection with the conversion by the Company of the Shore Club or other Existing Assets that (i) relate to any such conversion, and (ii) result from Consultant’s diminished role in the Company (collectively, “Claims”); provided, however, that nothing contained in this Section 14(a) shall require the Company to, and the Company shall not, indemnify Consultant for any Claims resulting from acts or omissions which constitute gross negligence, willful misconduct or fraud by Consultant.
Condominium Conversions. 11.20.1 PURCHASER AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER AND SELLER’S AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL DEMANDS, CLAIMS, CAUSES OF ACTION, LEGAL OR ADMINISTRATIVE PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES WHATSOEVER AND OF ANY KIND OR NATURE, WHETHER IN CONTRACT OR OTHERWISE, AND WHETHER ARISING UNDER STATUTORY LAW, AND WHETHER ARISING UNDER STATUTES IN EFFECT IN THE STATE OF TEXAS, OR OTHERWISE, FOR THE FULL APPLICABLE PERIODS OF ALL SUCH STATUTES (INCLUDING, WITHOUT LIMITATION, COURT COSTS AND ATTORNEYS’ FEES ARISING OUT OF ANY OF THE ABOVE) (COLLECTIVELY CONSTITUTING THE “LOSSES”), ARISING OUT OF OR DIRECTLY RELATING TO CLAIMS MADE OR BROUGHT BY OR ON BEHALF OF ANY PARTY OR PARTIES WHO ACQUIRE OR CONTRACT TO ACQUIRE ANY OWNERSHIP INTEREST IN THE PROPERTY FOLLOWING THE FILING OR RECORDING OF ANY DOCUMENT PROVIDING FOR THE CONVERSION OF THE PROPERTY TO A FORM OF CONDOMINIUM OWNERSHIP UNDER ANY STATE OR LOCAL LAW (INCLUDING, WITHOUT LIMITATION, CONDOMINIUM AND HOMEOWNER ASSOCIATIONS), AND THEIR SUCCESSORS AND ASSIGNS, IN CONNECTION WITH OR RELATED TO, THE PHYSICAL CONDITION OF THE PROPERTY PRIOR TO, AT AND SUBSEQUENT TO CLOSING, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO DEFICIENCIES IN THE DESIGN, SPECIFICATION, SURVEYING, PLANNING, SUPERVISION, OR OBSERVATION OF CONSTRUCTION OR CONSTRUCTION OF AN IMPROVEMENT TO, OR SURVEY OF, THE PROPERTY, OR ANY OTHER CONSTRUCTION DEFECTS WHATSOEVER INCLUDING, WITHOUT LIMITATION, LATENT OR PATENT DEFECTS, ANY INJURY ARISING OUT OF ANY SUCH DEFICIENCY, ALL STRUCTURAL AND SEISMIC ELEMENTS OF THE PROPERTY, ALL MECHANICAL, ELECTRICAL, PLUMBING, SEWAGE, HEATING, VENTILATING, AIR CONDITIONING AND OTHER SYSTEMS, THE EXISTENCE OF ASBESTOS, MOLD, MILDEW OR FUNGI, THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND THE PRESENCE OF HAZARDOUS MATERIALS OR HAZARDOUS SUBSTANCES IN, ON, UNDER OR ABOUT THE PROPERTY.
Condominium Conversions
