Common use of Indemnification; Restoration; Insurance Clause in Contracts

Indemnification; Restoration; Insurance. Purchaser agrees to save, protect, defend, indemnify and hold Seller, Manager and each of their Indemnitees harmless from and against any and all Liabilities suffered or incurred by any of Seller, Manager or any of their Indemnitees as a result of or in connection with any activities of Purchaser (including activities of any of Purchaser’s employees, consultants, contractors or other agents) relating to its inspection of the Property, including, without limitation, mechanics’ liens, damage to the Property, injury to persons or property resulting from such activities in connection therewith or a violation of the confidentiality provisions of this Agreement, except to the extent resulting from Seller’s, Manager’s or their respective Affiliates’ or Indemnitees’ gross negligence or willful misconduct. Notwithstanding the foregoing, Purchaser’s indemnification obligations hereunder shall not include any obligation or duty whatsoever with respect to any such claims (including claims that the Real Property has declined in value) to the extent arising out of or resulting from the mere discovery or presence of any pre-existing Hazardous Substances or other property condition. If the Property is damaged as result of or in connection with the activities of Purchaser, Purchaser, at its sole cost and expense, shall promptly restore the Property to substantially the same condition as it existed prior to such damage. Furthermore, Purchaser shall maintain and cause any of its representatives or agents conducting any Due Diligence to maintain and have in effect commercial general liability insurance with single occurrence coverage of at least One Million Dollars ($1,000,000) and aggregate coverage of at least Two Million Dollars ($2,000,000) for personal injury, including bodily injury and death, and property damage, naming Seller and Manager as an additional insured parties, and containing a waiver of subrogation. Purchaser shall deliver to Seller a copy of the certificate of insurance effectuating the insurance required under this Section 4.6, prior to conducting any inspections or investigations at the Property. The provisions of this Section 4.6 shall survive the Closing or any termination of this Agreement.

Indemnification; Restoration; Insurance. Purchaser agrees to save, protect, defend, indemnify and hold Seller, Manager and each of their Indemnitees harmless from and against any and all Liabilities suffered or incurred by any of Seller, Manager or any of their Indemnitees as a result of or in connection with any activities of Purchaser (including activities of any of Purchaser’s employees, consultants, contractors or other agents) relating to its inspection of the Property, including, without limitation, mechanics’ liens, damage to the Property, injury to persons or property resulting from such activities in connection therewith or a violation of the confidentiality provisions of this Agreement, except to the extent resulting from Seller’s, Manager’s or their respective Affiliates’ or Indemnitees’ gross negligence or willful misconduct. Notwithstanding the foregoing, Purchaser’s indemnification obligations hereunder shall not include any obligation or duty whatsoever with respect to any such claims (including claims that the Real Property has declined in value) to the extent arising out of or resulting from the mere discovery or presence of any pre-existing Hazardous Substances or other property condition. If the Property is damaged as result of or in connection with the activities of Purchaser, Purchaser, at its sole cost and expense, shall promptly restore the Property to substantially the same condition as it existed prior to such damage. Furthermore, Purchaser shall maintain and cause any of its representatives or agents conducting any Due Diligence to maintain and have in effect commercial general liability insurance with single occurrence coverage of at least One Million Dollars ($1,000,000) and aggregate coverage of at least Two Million Dollars ($2,000,000) for personal injury, including bodily injury and death, and property damage, naming Seller and Manager as an additional insured parties, and containing a waiver of subrogation. Purchaser shall deliver to Seller a copy of the certificate of insurance effectuating the insurance required under this Section 4.64.5, prior to conducting any inspections or investigations at the Property. The provisions of this Section 4.6 4.5 shall survive the Closing or any termination of this Agreement.

Indemnification; Restoration; Insurance. Purchaser agrees to saveindemnify, protect, defend, indemnify and hold SellerSeller and its partners, Manager trustees, officers, directors, employees, beneficiaries, shareholders, members, managers, advisors, and each of other agents, and their Indemnitees respective partners, trustees, officers, directors, employees, beneficiaries, shareholders, members, managers, advisors and agents (collectively, the “Indemnified Parties”) harmless from and against any and all Liabilities liabilities, demands, actions, causes of action, suits, claims, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees, court costs, and litigation expenses) suffered or incurred by any of Seller, Manager or any of their Indemnitees the Indemnified Parties as a result of or in connection with any activities of Purchaser (including activities of any of Purchaser’s employees, consultants, contractors contractors, or other agents) relating to its the inspection of the Property, including, without limitation, mechanics’ liens, damage to the Property, injury to persons or property resulting from such activities in connection therewith or a violation of the confidentiality provisions of this Agreement, except to the extent resulting from Seller’s, Manager’s or their respective Affiliates’ or Indemnitees’ gross negligence or willful misconduct. Notwithstanding ; notwithstanding the foregoing, Purchaser’s 's indemnification obligations hereunder shall not include any obligation or duty whatsoever with respect to any such claims (including claims that the Real Property has declined in value) to the extent arising out of or of, resulting from or incurred in connection with (a) the mere discovery or presence of any pre-existing Hazardous Substances hazardous substances, or (b) the results or findings of any tests or analyses of Purchaser's environmental or other property conditionDue Diligence of the Property. If the Property is damaged disturbed or altered in any way as a result of or in connection with the activities of Purchasersuch activities, Purchaser, at its sole cost and expense, shall promptly restore the Property to substantially the same its condition as it existed existing prior to the commencement of such damageactivities which disturb or alter the Property. Furthermore, Purchaser shall agrees to maintain and cause any of its representatives or agents conducting any Due Diligence to maintain and have in effect commercial general liability insurance with single occurrence coverage limits of at least One Million Dollars ($1,000,000) and aggregate coverage of at least not less than Two Million Dollars ($2,000,0002,000,000.00) for personal injury, including bodily injury and death, and property damage, naming Seller and Manager as an additional insured partiesparty, and containing a waiver of subrogation. Purchaser shall deliver to Seller a copy of the certificate of insurance effectuating the insurance required under this Section 4.6, 4.06 prior to conducting any inspections the commencement of such activities, which certificate shall provide that such insurance shall not be terminated or investigations modified without at the Property. The provisions of this Section 4.6 shall survive the Closing or any termination of this Agreementleast thirty (30) days’ prior written notice to Seller.

Indemnification; Restoration; Insurance. Purchaser agrees to save, protect, defend, indemnify and hold Seller, Manager and each of their Indemnitees harmless from and against any and all Liabilities suffered or incurred by any of Seller, Manager or any of their Indemnitees as a result of or in connection with any activities of Purchaser (including activities of any of Purchaser’s employees, consultants, contractors or other agents) relating to its inspection of the Property, including, without limitation, mechanics’ liens, damage to the Property, injury to persons or property resulting from such activities in connection therewith therewith, except to the extent resulting from Seller’s gross negligence or intentional misconduct or a violation of the confidentiality provisions of this Agreement, except to the extent resulting from Seller’s, Manager’s or their respective Affiliates’ or Indemnitees’ gross negligence or willful misconduct. Notwithstanding the foregoing, Purchaser’s indemnification obligations hereunder shall not include any obligation or duty whatsoever with respect to any such claims (including claims that the Real Property has declined in value) to the extent arising out of or resulting from the mere discovery or presence of any pre-existing Hazardous Substances or other property condition. If the Property is damaged in any material respect as result of or in connection with the activities of Purchasersuch activities, Purchaser, at its sole cost and expense, shall promptly restore repair such damage to the Property to substantially the same condition as it existed prior to such damagereasonable satisfaction of Seller. Furthermore, Purchaser shall agrees to maintain and cause any of its representatives or agents conducting any Due Diligence to maintain and have in effect commercial general liability insurance with single occurrence coverage limits of at least One Million Dollars ($1,000,000) and aggregate coverage of at least not less than Two Million Dollars ($2,000,000) for personal injury, including bodily injury and death, and property damage, naming Seller and Manager as an additional insured parties, and containing a waiver of subrogation. Purchaser shall deliver to Seller a copy of the certificate of insurance effectuating the insurance required under this Section 4.64.06, which certificate shall provide that such insurance shall not be terminated or modified without at least thirty (30) days’ prior written notice to conducting any inspections or investigations at the PropertySeller. The provisions of this Section 4.6 4.06 shall survive the Closing or any termination of this Agreement.

Indemnification; Restoration; Insurance. Purchaser agrees to save, protect, defend, indemnify and hold Seller, Manager and each of their Indemnitees harmless from and against any and all Liabilities suffered or incurred by any of Seller, Manager or any of their Indemnitees as a result of or in connection with any activities of Purchaser (including activities of any of Purchaser’s employees, consultants, contractors or other agents) relating to its inspection of the Property, including, without limitation, mechanics’ liens, damage to the Property, injury to persons or property resulting from such activities in connection therewith or a violation of the confidentiality provisions of this Agreement, except to the extent resulting from Seller’s, Manager’s or their respective Affiliates’ or Indemnitees’ gross negligence or willful misconduct. ALL INDEMNITIES AND WAIVERS IN THIS SECTION 4.6 WILL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR THE BENEFIT OF THE BENEFICIARY THEREOF, EVEN IF THE APPLICABLE CLAIM IS CAUSED BY THE ACTIVE OR PASSIVE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH BENEFICIARY, AND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT OR STRICT LIABILITY IS IMPOSED UPON OR ALLEGED AGAINST THE BENEFICIARY, BUT WILL NOT BE ENFORCED TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTION HOLDS IN A FINAL JUDGMENT THAT A LOSS IS CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BENEFICIARY. Notwithstanding the foregoing, Purchaser’s indemnification obligations hereunder shall not include any obligation or duty whatsoever with respect to any such claims (including claims that the Real Property has declined in value) to the extent arising out of or resulting from the mere discovery or presence of any pre-existing Hazardous Substances or other property condition. If the Property is damaged as result of or in connection with the activities of Purchaser, Purchaser, at its sole cost and expense, shall promptly restore the Property to substantially the same condition as it existed prior to such damage. Furthermore, Purchaser shall maintain and cause any of its representatives or agents conducting any Due Diligence to maintain and have in effect commercial general liability insurance with single occurrence coverage of at least One Million Dollars ($1,000,000) and aggregate coverage of at least Two Million Dollars ($2,000,000) for personal injury, including bodily injury and death, and property damage, naming Seller and Manager as an additional insured parties, and containing a waiver of subrogation. Purchaser shall deliver to Seller a copy of the certificate of insurance effectuating the insurance required under this Section 4.6, prior to conducting any inspections or investigations at the Property. The provisions of this Section 4.6 shall survive the Closing or any termination of this Agreement.

Indemnification; Restoration; Insurance. Purchaser agrees to save, protect, defend, indemnify and hold Seller, Manager and each of their Indemnitees harmless from and against any and all Liabilities suffered or incurred by any of Seller, Manager or any of their Indemnitees as a result of or in connection with any activities of Purchaser (including activities of any of Purchaser’s employees, consultants, contractors or other agents) relating to its inspection of the Property, including, without limitation, mechanics’ liens, damage to the Property, injury to persons or property resulting from such activities in connection therewith or a violation of the confidentiality provisions of this Agreement, except to the extent resulting from Seller’s, Manager’s or their respective Affiliates’ or Indemnitees’ gross negligence or willful misconduct. Notwithstanding the foregoingALL INDEMNITIES AND WAIVERS IN THIS SECTION 4.6 WILL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR THE BENEFIT OF THE BENEFICIARY THEREOF, Purchaser’s indemnification obligations hereunder shall not include any obligation or duty whatsoever with respect to any such claims (including claims that the Real Property has declined in value) to the extent arising out of or resulting from the mere discovery or presence of any pre-existing Hazardous Substances or other property condition. If the Property is damaged as result of or in connection with the activities of PurchaserEVEN IF THE APPLICABLE CLAIM IS CAUSED BY THE ACTIVE OR PASSIVE, PurchaserJOINT, at its sole cost and expenseCONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH BENEFICIARY, shall promptly restore the Property to substantially the same condition as it existed prior to such damage. FurthermoreAND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT OR STRICT LIABILITY IS IMPOSED UPON OR ALLEGED AGAINST THE BENEFICIARY, Purchaser shall maintain and cause any of its representatives or agents conducting any Due Diligence to maintain and have in effect commercial general liability insurance with single occurrence coverage of at least One Million Dollars ($1,000,000) and aggregate coverage of at least Two Million Dollars ($2,000,000) for personal injury, including bodily injury and death, and property damage, naming Seller and Manager as an additional insured parties, and containing a waiver of subrogation. Purchaser shall deliver to Seller a copy of the certificate of insurance effectuating the insurance required under this Section 4.6, prior to conducting any inspections or investigations at the Property. The provisions of this Section 4.6 shall survive the Closing or any termination of this Agreement.BUT WILL NOT BE ENFORCED TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTION HOLDS IN A FINAL JUDGMENT THAT A LOSS IS CAUSED BY THE WILLFUL