Due Diligence Indemnity. PURCHASER SHALL KEEP THE PROPERTIES FREE FROM ALL LIENS AND DEFEND, INDEMNIFY, AND HOLD HARMLESS SELLER AND THE SELLER PARTIES FROM AND AGAINST ALL CLAIMS, ACTIONS, LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES, WHETHER ARISING OUT OF INJURY OR DEATH TO PERSONS OR DAMAGE TO ANY PROPERTY, INCLUDING ANY PROPERTY OF TENANTS UNDER LEASES OR OTHERWISE AND INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COSTS INCURRED, SUFFERED BY, OR CLAIMED AGAINST SELLER OR ANY SUBSIDIARY CAUSED BY (i) PURCHASER'S OR ANY OF ITS CONSULTANTS ENTRY UPON THE PROPERTIES AND ANY DUE DILIGENCE ACTIVITIES PURSUANT TO SECTION 3.2 INCLUDING BUT NOT LIMITED TO, THE COSTS OF REMEDIATION, RESTORATION AND OTHER SIMILAR ACTIVITIES, MECHANIC'S AND MATERIALMEN'S LIENS AND ATTORNEYS FEES, ARISING OUT OF OR IN CONNECTION WITH THE EXERCISING OF PURCHASER'S RIGHTS UNDER SECTION 3.2; PROVIDED, HOWEVER, THAT PURCHASER SHALL HAVE NO DUTY TO DEFEND OR INDEMNIFY SELLER OR ANY SELLER PARTY FOR ANY LOSSES EXCEPT TO THE EXTENT CAUSED OR CONTRIBUTED TO, BY PURCHASER OR ITS CONSULTANTS, AND (ii) ANY BREACH OF SECTION 3.2 BY PURCHASER OR ANY CONSULTANT OR ANY OF THEIR RESPECTIVE, AGENTS OR REPRESENTATIVES. THE PROVISIONS OF THIS SECTION 3.3 SHALL SURVIVE THE CLOSING OR, IF THE TRANSFER IS NOT CONSUMMATED, ANY TERMINATION OF THIS AGREEMENT, AND SHALL NOT BE SUBJECT TO ANY LIMITATION OF LIABILITY SET FORTH HEREIN.
Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, Seller’s partners, shareholders or members, as applicable, and the Property Manager from and against all losses, costs, damages, claims, and liabilities (whether arising out of injury or death to persons or damage to the Property or otherwise) including, but not limited to, costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and attorneys’ fees, arising out of or in connection with Buyer’s Due Diligence, Buyer’s breach of its obligations under Section 3.5 or Buyer’s or any Licensee Parties’ entry upon the Real Property, unless any of the same are caused solely by the gross negligence or willful misconduct of Seller, Seller’s partners, shareholders or members, as applicable, and/or the Property Manager. The provisions of this Section 3.4 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement, and shall not be subject to the twelve month limitation set forth in Section 6.2.
Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, Seller’s partners, shareholders or members, as applicable, and the Property Manager from and against all losses, costs, damages, claims, and liabilities (whether arising out of injury or death to persons or damage to the Property or Cowboys Golf Club or otherwise) including, but not limited to, costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and attorneys’ fees, arising out of or in connection with Buyer’s Due Diligence, Buyer’s breach of its obligations under Section 4.7 or Buyer’s or any Licensee Parties’ entry to the Golf Clubs or Cowboys Golf Club, unless any of the same are caused by the gross negligence or willful misconduct of Seller, Seller’s partners, shareholders or members or the Property Manager. The provisions of this Section 4.6 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement.
Due Diligence Indemnity. Buyer shall have the Due Diligence Period in which to examine and inspect the Properties, and the Companies to determine, in its sole discretion, whether the Properties, the Companies and the Interests are satisfactory to Buyer. Upon reasonable advance notice to Seller and BH subject to the rights of tenants under Leases, Buyer and other parties designated by it (“Buyer’s Representative”) shall have reasonable access to the Properties and all books and records for the Properties and the Companies that are in Seller’s or its property manager’s possession or control for the purpose of conducting surveys, inspections and tests (including reasonable intrusive inspection and sampling), required by Buyer. Seller shall have the right to accompany Buyer during its inspection and investigation of the Properties. In the course of its investigations, but subject to the provisions of Section 9.6, Buyer may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages a Property, Buyer will restore such Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Buyer shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Seller and BH, which consent will not unreasonably withheld, delayed or conditioned and which shall be deemed given unless the Seller or BH provides written notice of objection to Buyer, specifying the basis for such objection, within three (3) days after submission by Buyer of a request for such testing. Buyer shall indemnify, defend, and hold Seller and each Title Holder harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Seller or any Title Holder (other than those arising out of the gross negligence or willful misconduct of Seller or BH or any of their respective Affiliates) to recover for personal injury or property damage as a result of Buyer’s Representative’s entry onto the Properties; provided, however, the indemnity shall not extend to protect Seller from any pre-existing liabilities for matters merely discovered by Buyer (i.e., latent environmental contamination) so long as Buyer’s actions do not intentionally exacerbate any pre-existing liability of Seller. Buyer shall procure and continue in force from and after the date Buyer and Buyer’s designated agents first enter the Properties, and c...
Due Diligence Indemnity. Buyer hereby INDEMNIFIES and SHALL DEFEND AND HOLD HARMLESS Seller and its respective employees, agents, representatives, contractors, successors, and assigns from and against any and all Claims arising from or relating to Buyer’s due diligence and physical inspection of the Conveyed Properties. THE FOREGOING INDEMNITY INCLUDES, AND THE PARTIES INTEND IT TO INCLUDE, AN INDEMNIFICATION OF THE INDEMNIFIED PARTIES FROM AND AGAINST CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR PART, FROM THE CONDITION OF THE CONVEYED PROPERTIES OR THE SOLE, JOINT, COMPARATIVE, OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES.
Due Diligence Indemnity. If Seller elects to remediate and xxxxx the Remediation Conditions pursuant to clause (d)(i) above or Seller has been unable to cure, remove or otherwise satisfy an Objection raised during Purchaser's review of title and survey for each Property (collectively, a "Due Diligence Objection") and such remediation, abatement, cure or satisfaction of the Due Diligence Objection shall extend beyond the Closing Date, Seller, at Seller's sole option, may indemnify, defend and protect Purchaser against any claims, costs, judgments, actions, liability, and expense, including, without limitation, reasonable attorney's fees and costs arising from or in connection with the Seller's actions to remediate, xxxxx, cure, remove, or satisfy the Due Diligence Objection (the "Due Diligence Indemnity"). If Seller provides Purchaser with a Due Diligence Indemnity for a Property, Seller shall be deemed to have satisfied such uncured Due Diligence Objections and the Property or Properties shall be ready for Closing pursuant to Section 6 above.
Due Diligence Indemnity. Buyer shall defend, protect, indemnify, and hold harmless Seller, Seller’s Affiliates and their respective partners, shareholders, members, officers, directors, employees and agents, as applicable, and the Property Manager from and against all Losses (whether arising out of injury or death to persons or damage to the Property or otherwise) including, but not limited to, costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and attorneys’ fees, arising out of or in connection with Buyer’s Due Diligence, Buyer’s breach of its obligations under Section 3.7 or Buyer’s or any Licensee Parties’ entry upon the Property; provided, however, that Buyer shall have no obligations under this Section 3.6 to the extent the Losses are caused solely by the negligence or willful misconduct of Seller, Seller’s Affiliates, Seller’s partners, shareholders, members, officers, directors, employees and agents, as applicable, and/or the Property Manager or result from the mere discovery by Buyer of pre-existing conditions at the Property and the Buyer promptly notifies Seller in writing of such discovery. The provisions of this Section 3.6 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement.
Due Diligence Indemnity. The Purchaser Parties shall defend, indemnify, and hold harmless the Seller Persons and their Affiliates from and against all claims, Actions, losses, liabilities, damages, costs and expenses, whether arising out of injury or death to persons or damage to any real or personal property, including any property of Tenants or otherwise, and including reasonable attorneys’ fees and costs, incurred, suffered by, or claimed against any Seller Person or any of their Affiliates to the extent caused by (i) an Inspection by the Purchaser Parties or any Purchaser Related Party, including the costs of remediation, restoration and other similar activities, mechanic’s and material or materialmen’s liens and attorneys’ fees and costs, to the extent arising out of or in connection with the Inspections but excluding the discovery of any pre-existing condition; or (ii) any breach of Section 2.1 by either the Purchaser Parties or any Purchaser Related Party or any of their respective partners, directors, officers, agents, members, shareholders, attorneys or other Representatives. The provisions of this Section 2.2 shall survive the Closing or any termination of this Agreement.
Due Diligence Indemnity. The Purchaser Parties shall keep the Properties free from all Liens and defend, indemnify, and hold harmless the Seller Persons from and against all claims, actions, losses, liabilities, damages, costs and expenses, whether arising out of injury or death to persons or damage to any real or personal property, including any property of Tenants or otherwise and including but not limited to, reasonable attorneys’ fees and costs incurred, suffered by, or claimed against any Seller Person caused by (i) the entry by any Purchaser Party or Representative upon the Properties and any Due Diligence activities, including the costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and attorneys fees, arising out of or in connection with the Due Diligence; and (ii) any breach of Section 2.1 by either Purchaser Party or any Representative or any of their respective partners, directors, officers, agents, members, shareholders, attorneys or representatives. The provisions of this Section 2.2 shall survive the Closing or any termination of this Agreement, and shall not be subject to any limitation of liability set forth herein.
Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller and each of the Seller Parties from and against all Losses (whether arising out of injury or death to persons or damage to the Property or otherwise) including, but not limited to, costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and attorneys’ fees, arising out of or in connection with any act or omission of Buyer or any Buyer Party related to Buyer’s Due Diligence and/or to any entry upon, or inspection of all or any portion of the Property by Buyer and/or any Buyer Party(ies), and/or any action taken by or on behalf of Buyer or any Buyer’s Party(ies)’ at, on or about the Real Property, except to the extent that any of the same are caused by the gross negligence or intentionally unlawful conduct of Seller, which is in each case committed by Seller after the Effective Date, and provided that Buyer shall have no responsibility or liability for the mere discovery or unveiling of any adverse conditions at or relating to the Property. The provisions of this Section 3.6 shall survive the Closing and shall not merge into the Deed or, if the purchase and sale is not consummated, any termination of this Agreement. The indemnity contained in this Section 3.6 shall survive for a period of twenty-four (24) months after the Closing (or, if the transaction is not consummated, then the survival shall be for a period of twenty-four (24) months following the date of termination of this Agreement.
