Common use of Indemnity Survival Clause in Contracts

Indemnity Survival. (a) CPI agrees to indemnify, defend and hold Rodamco, its designees which receive Partnership Interests pursuant to this Agreement and their respective successors and assigns and present and former direct and indirect partners and their respective officers, directors, trustees, employees and affiliates harmless from and against any and all claims, damages, losses, liabilities and expenses, including, without limitation, reasonable attorneys' fees and expenses (collectively, "Losses") suffered or incurred by any such person or entity arising from any breach of any representation or warranty of CPI contained in this Agreement which survives the First Closing Date; provided, that CPI shall have no liability under this sentence unless the aggregate of all claims, damages, losses, liabilities and expenses relating thereto for which CPI would, but for this proviso, be liable exceeds on a cumulative basis $250,000, and then to the full amount thereof. (b) Rodamco agrees to indemnify, defend and hold CPI and each CPI Subsidiary and their respective successors and assigns and present and former direct and indirect partners and their respective officers, directors, trustees, employees and affiliates harmless from and against any and all Losses suffered or incurred by any such person or entity arising from any breach of any representation or warranty of Rodamco contained in this Agreement which survives the First Closing Date; provided, that Rodamco shall have no liability under this sentence unless the aggregate of all claims, damages, losses, liabilities and expenses relating thereto for which Rodamco would, but for this proviso, be liable exceeds on a cumulative basis $250,000, and then to the full amount thereof. (c) In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within 10 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, and diligently pursue the defense thereof in a prudent and commercially reasonable manner, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume and diligently pursue in a prudent and commercially reasonable manner the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnifying party, the retention and (upon the indemnifying party's request) the

Indemnity Survival. (a) CPI NRC hereby agrees to indemnify, defend defend, save and hold Rodamco, its designees which receive Partnership Interests pursuant to this Agreement and their respective successors and assigns and present and former direct and indirect partners and their respective officers, directors, trustees, employees and affiliates Investor harmless from and against any and all claimsdamage, damagesliability, lossesloss, liabilities and expensesexpense, assessment, judgment or deficiency of any nature whatsoever (including, without limitation, reasonable attorneys' fees fees, other costs and expenses incident to any suit, action or proceeding) (collectively, "Losses") suffered incurred or incurred sustained by any such person Investor which arise out of or entity arising result from any breach of any representation, warranty or covenant of NRC contained herein; provided however, that the indemnity with respect to any representation and warranty shall terminate as of the first date, if any, on which such representation or warranty of CPI contained in this Agreement which survives ceases to survive pursuant to subsection (d) hereof. Notwithstanding the First Closing Date; providedabove, that CPI the Company shall have no liability under this sentence unless hereunder regarding any matter as to which Investor, its designated directors of the aggregate of all claims, damages, losses, liabilities and expenses relating thereto for which CPI would, but for this proviso, be liable exceeds on a cumulative basis $250,000, and then to the full amount thereofCompany or Investor's principals and/or representatives have actual knowledge. (b) Rodamco Investor hereby agrees to indemnify, defend defend, save and hold CPI and each CPI Subsidiary and their respective successors and assigns and present and former direct and indirect partners and their respective officers, directors, trustees, employees and affiliates NRC harmless from and against any and all Losses suffered incurred or incurred sustained by any such person NRC which arise out of or entity arising result from any breach of any representation representation, warranty or warranty covenant of Rodamco Investor contained in this Agreement which survives the First Closing Date; provided, that Rodamco shall have no liability under this sentence unless the aggregate of all claims, damages, losses, liabilities and expenses relating thereto for which Rodamco would, but for this proviso, be liable exceeds on a cumulative basis $250,000, and then to the full amount thereof. (c) In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within 10 business days after receipt by such indemnified party of written notice of the Third Party Claimherein; provided, however, that the indemnity with respect to any representation and warranty shall terminate as of the first date, if any, on which such representation or warranty ceases to survive pursuant to subsection (d) hereof. (i) Promptly after the assertion of any claim or the commencement of any action or proceeding with respect to any Loss for which indemnity is provided pursuant to this Section, the party seeking such indemnification shall notify the indemnifying party of such assertion or proceeding; provided, however, that the failure promptly to give such notification notice shall not affect the indemnification provided any indemnified party's rights hereunder except to the extent that such failure shall adversely affect any indemnifying party or its rights hereunder in any material respect. The indemnified party shall advise the indemnifying party of all material facts relating to such assertion within the knowledge of the indemnified party, and shall afford the indemnifying party the opportunity, at the indemnifying party's sole cost and expense, to defend against such claims for liability. In any such action or proceeding, the indemnified party shall have been actually prejudiced as a result the right to retain its own counsel, but the fees and expenses of such failure counsel shall be at its own expense unless (except A) the indemnifying party and the indemnified party mutually agree to the retention of such counsel or (B) the named parties to any such suit, action, or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party, and, in the reasonable judgment of the indemnified party, representation of the indemnifying party and the indemnified party by the same counsel would be inadvisable due to actual or potential differing or conflicting interests between them. (ii) The indemnified party shall have the right to settle or compromise any claim or liability subject to indemnification under this Section, and to be indemnified from and against all Losses resulting therefrom, unless the indemnifying party, within twenty (20) calendar days after receiving notice of the claim or liability in accordance with (i) above notifies the indemnified party that the it intends to defend against such claim or liability and undertakes such defense. (iii) Except as otherwise provided in (ii) above, an indemnifying party shall not be liable under this Section for any expenses incurred during settlement effected without its consent (which shall not be unreasonably withheld or delayed) of any claim or liability or proceeding for which indemnity may be sought hereunder. The indemnifying party may settle any claim without the period in which consent of the indemnified party failed to give provided that such notice). Thereaftersettlement or release does not require any payment by, or impose any liability or obligation on, the indemnified party shall deliver to or does not materially adversely affect the indemnifying partyrights, within five business days after the indemnified party's receipt thereof, copies duties or obligations of all notices and documents (including court papers) received by the indemnified party relating hereunder or otherwise. (d) The representations and warranties of the parties contained herein shall survive for one (1) year from the Closing Date. The expiration of any representation or warranty or indemnification provided herein shall not affect any claim thereon made by the giving of written notice by a party to the Third Party Claim. If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate other in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; manner provided that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, and diligently pursue the defense thereof in a prudent and commercially reasonable manner, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume and diligently pursue in a prudent and commercially reasonable manner the defense thereof subsection (other than during the period c) above prior to the time the indemnified party shall have given notice date of such expiration. All covenants and agreements of the Third Party Claim parties contained herein shall survive indefinitely, except as otherwise expressly provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnifying party, the retention and (upon the indemnifying party's request) theherein.

Indemnity Survival. (a) CPI NRC hereby agrees to indemnify, defend defend, save and hold Rodamco, its designees which receive Partnership Interests pursuant to this Agreement and their respective successors and assigns and present and former direct and indirect partners and their respective officers, directors, trustees, employees and affiliates Investor harmless from and against any and all claimsdamage, damagesliability, lossesloss, liabilities and expensesexpense, assessment, judgment or deficiency of any nature whatsoever (including, without limitation, reasonable attorneys' fees fees, other costs and expenses incident to any suit, action or proceeding) (collectively, "Losses") suffered incurred or incurred sustained by any such person Investor which arise out of or entity arising result from any breach of any representation, warranty or covenant of NRC contained herein; PROVIDED HOWEVER, that the indemnity with respect to any representation and warranty shall terminate as of the first date, if any, on which such representation or warranty of CPI contained in this Agreement which survives ceases to survive pursuant to subsection (d) hereof. Notwithstanding the First Closing Date; providedabove, that CPI the Company shall have no liability under this sentence unless hereunder regarding any matter as to which Investor, its designated directors of the aggregate of all claims, damages, losses, liabilities and expenses relating thereto for which CPI would, but for this proviso, be liable exceeds on a cumulative basis $250,000, and then to the full amount thereofCompany or Investor's principals and/or representatives have actual knowledge. (b) Rodamco Investor hereby agrees to indemnify, defend defend, save and hold CPI and each CPI Subsidiary and their respective successors and assigns and present and former direct and indirect partners and their respective officers, directors, trustees, employees and affiliates NRC harmless from and against any and all Losses suffered incurred or incurred sustained by any such person NRC which arise out of or entity arising result from any breach of any representation representation, warranty or warranty covenant of Rodamco Investor contained in this Agreement which survives the First Closing Date; provided, that Rodamco shall have no liability under this sentence unless the aggregate of all claims, damages, losses, liabilities and expenses relating thereto for which Rodamco would, but for this proviso, be liable exceeds on a cumulative basis $250,000, and then to the full amount thereof. (c) In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within 10 business days after receipt by such indemnified party of written notice of the Third Party Claimherein; provided, however, that the indemnity with respect to any representation and warranty shall terminate as of the first date, if any, on which such representation or warranty ceases to survive pursuant to subsection (d) hereof. (i) Promptly after the assertion of any claim or the commencement of any action or proceeding with respect to any Loss for which indemnity is provided pursuant to this Section, the party seeking such indemnification shall notify the indemnifying party of such assertion or proceeding; provided, however, that the failure promptly to give such notification notice shall not affect the indemnification provided any indemnified party's rights hereunder except to the extent that such failure shall adversely affect any indemnifying party or its rights hereunder in any material respect. The indemnified party shall advise the indemnifying party of all material facts relating to such assertion within the knowledge of the indemnified party, and shall afford the indemnifying party the opportunity, at the indemnifying party's sole cost and expense, to defend against such claims for liability. In any such action or proceeding, the indemnified party shall have been actually prejudiced as a result the right to retain its own counsel, but the fees and expenses of such failure counsel shall be at its own expense unless (except A) the indemnifying party and the indemnified party mutually agree to the retention of such counsel or (B) the named parties to any such suit, action, or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party, and, in the reasonable judgment of the indemnified party, representation of the indemnifying party and the indemnified party by the same counsel would be inadvisable due to actual or potential differing or conflicting interests between them. (ii) The indemnified party shall have the right to settle or compromise any claim or liability subject to indemnification under this Section, and to be indemnified from and against all Losses resulting therefrom, unless the indemnifying party, within twenty (20) calendar days after receiving notice of the claim or liability in accordance with (i) above notifies the indemnified party that the it intends to defend against such claim or liability and undertakes such defense. (iii) Except as otherwise provided in (ii) above, an indemnifying party shall not be liable under this Section for any expenses incurred during settlement effected without its consent (which shall not be unreasonably withheld or delayed) of any claim or liability or proceeding for which indemnity may be sought hereunder. The indemnifying party may settle any claim without the period in which consent of the indemnified party failed to give provided that such notice). Thereaftersettlement or release does not require any payment by, or impose any liability or obligation on, the indemnified party shall deliver to or does not materially adversely affect the indemnifying partyrights, within five business days after the indemnified party's receipt thereof, copies duties or obligations of all notices and documents (including court papers) received by the indemnified party relating hereunder or otherwise. (d) The representations and warranties of the parties contained herein shall survive for one (1) year from the Closing Date. The expiration of any representation or warranty or indemnification provided herein shall not affect any claim thereon made by the giving of written notice by a party to the Third Party Claim. If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate other in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; manner provided that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, and diligently pursue the defense thereof in a prudent and commercially reasonable manner, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume and diligently pursue in a prudent and commercially reasonable manner the defense thereof subsection (other than during the period c) above prior to the time the indemnified party shall have given notice date of such expiration. All covenants and agreements of the Third Party Claim parties contained herein shall survive indefinitely, except as otherwise expressly provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnifying party, the retention and (upon the indemnifying party's request) theherein.

Indemnity Survival. (a) CPI The Seller agrees to indemnifyfully defend, defend indemnify and hold Rodamcothe Purchaser and its parent, its designees which receive Partnership Interests pursuant to this Agreement and their respective successors and assigns and present and former direct and indirect partners and their respective subsidiaries, officers, directors, trusteesemployees and affiliates (collectively the "Purchaser Indemnitees") harmless from, and against, any and all loses, judgments, obligations, settlements, costs, damages, expenses, liabilities, and other claims, including attorneys' fees and court costs, (the "Damages") that are in any way connected to the Excluded Liabilities, or the Seller's material breach of any representation, warranty, covenant or any other term of this Agreement, provided, however, Seller shall not have any obligations to indemnify the Purchaser from and against any Damages in excess of two million two hundred and fifty thousand dollars ($2,250,000). All representations and warranties of Seller shall survive the Closing and continue in full force and effect for a period of twelve (12) months from the Closing Date, after which they will expire. The foregoing indemnity shall be the sole and exclusive remedy of the Purchaser Indemnitees for any Damages of any sort related to the Excluded Liabilities or this Agreement. Recovery of any amount by a Purchaser Indemnitee against Seller pursuant to the terms of this Section 6 shall be had first, from the Escrow, and second to the extent the Escrow is insufficient, directly from Seller. Purchaser agrees to fully defend, indemnify and hold the Seller and its parent, subsidiaries, officers, directors, employees and affiliates (collectively the "Seller Indemnitees") harmless from from, and against against, any and all claims, damages, losses, liabilities and expenses, including, without limitation, reasonable attorneys' fees and expenses (collectively, "Losses") Damages suffered or incurred by Seller or any such person Seller Indemnitee that are in any way connected to the Assumed Liabilities or entity arising from any breach by Purchaser of any representation or warranty this Agreement for a period of CPI contained twelve (12) months from the Closing Date, after which they will expire.; PROVIDED HOWEVER, that nothing in this Agreement which survives the First Closing Date; provided, that CPI shall have no liability under this sentence unless the aggregate of all claims, damages, losses, liabilities and expenses relating thereto for which CPI would, but for this proviso, be liable exceeds section will impose on a cumulative basis $250,000, and then Purchaser any duty to the full amount thereof. (b) Rodamco agrees to indemnify, defend and hold CPI and each CPI Subsidiary and their respective successors and assigns and present and former direct and indirect partners and their respective officers, directors, trustees, employees and affiliates harmless from and against any and all Losses suffered or incurred by any such person or entity arising from any breach of any representation or warranty of Rodamco contained in this Agreement which survives the First Closing Date; provided, that Rodamco shall have no liability under this sentence unless the aggregate of all claims, damages, losses, liabilities and expenses relating thereto for which Rodamco would, but for this proviso, be liable exceeds on a cumulative basis $250,000, and then to the full amount thereof. (c) In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within 10 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable indemnify Seller for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, and diligently pursue the defense thereof in a prudent and commercially reasonable manner, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume and diligently pursue in a prudent and commercially reasonable manner the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnifying party, the retention and (upon the indemnifying party's request) theExcluded Liabilities.

Indemnity Survival. The foregoing representations and warranties of Seller are made by Seller as of the date hereof and again as of Close of Escrow and shall survive the Close of Escrow for one (1) year and shall not be merged as of the date of the Close of Escrow hereunder. Notwithstanding anything to the contrary contained herein, if the Close of Escrow shall have occurred (and Buyer shall not have waived, relinquished or released any applicable rights in further limitation), (a) CPI agrees the aggregate liability of Seller arising pursuant to or in connection with the breach of (i) representations and/or warranties, or (ii) those indemnifications, covenants or other obligations of Seller under this Agreement that expressly survive the Close of Escrow shall not exceed One Million Dollars ($1,000,000.00) (the “Liability Limitation”) and (b) no claim by Buyer alleging a breach by Seller of (i) any representation or warranty, or (ii) indemnification, covenant or other obligation of Seller contained herein that expressly survives the Close of Escrow may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Buyer against Seller alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Twenty Five Thousand Dollars ($25,000) (the “Floor Amount”), in which event Seller’s liability respecting any final judgment concerning such claim or claims shall be for the entire amount thereof, subject to the limitation set forth in clause (a) above; provided, however, that if any such final judgment is for an amount that in aggregate is less than or equal to the Floor Amount, then Seller shall have no liability with respect thereto. Subject to the foregoing limitations in amount and duration of liability, to the greatest extent permissible by law, Seller shall reimburse, indemnify, defend and hold Rodamco, its designees which receive Partnership Interests pursuant to this Agreement and their respective successors and assigns and present and former direct and indirect partners and their respective officers, directors, trustees, employees and affiliates harmless Buyer from and against any and all causes of action, claims, damagesdemands, losses, liabilities and expensesliabilities, costs or expenses (including, without limitation, reasonable attorneys' ’ fees and expenses (collectively, "Losses"expenses) suffered or incurred by any such person or entity arising from any breach of any representation or warranty of CPI contained in this Agreement which survives the First Closing Date; provided, that CPI shall have no liability under this sentence unless the aggregate of all claims, damages, losses, liabilities and expenses relating thereto for which CPI would, but for this proviso, be liable exceeds on a cumulative basis $250,000, and then to the full amount thereof. (b) Rodamco agrees to indemnify, defend and hold CPI and each CPI Subsidiary and their respective successors and assigns and present and former direct and indirect partners and their respective officers, directors, trustees, employees and affiliates harmless from and against any and all Losses suffered or incurred by any such person or entity arising from any breach of any representation or warranty of Rodamco contained in this Agreement which survives the First Closing Date; provided, that Rodamco shall have no liability under this sentence unless the aggregate of all claims, damages, losses, liabilities and expenses relating thereto for which Rodamco would, but for this proviso, be liable exceeds on a cumulative basis $250,000, and then to the full amount thereof. (c) In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any third person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within 10 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period breach of a representation or warranty made in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five business days after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received this Agreement by the indemnified party Seller and/or from any transactions or occurrences relating to the Third Party Claim. If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, and diligently pursue the defense thereof in a prudent and commercially reasonable manner, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume and diligently pursue in a prudent and commercially reasonable manner the defense thereof (other than during the period Property prior to the time the indemnified party shall have given notice Closing Date, other than as a result of the Third Party Claim as provided above)acts of Buyer and/or any of Buyer’s employees, agents, representatives, contractors or invitees. If The terms of Seller’s indemnity set forth above with respect to the indemnifying party so elects representations and warranties made herein shall survive following the Close of Escrow for one (1) year. Any claim, lawsuit or other action by Buyer against Seller alleging a breach of representation or warranty by Seller that is not commenced prior to assume the defense expiration of any Third Party Claim, all of the indemnified parties such one-year period shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnifying party, the retention and (upon the indemnifying party's request) thebe forever barred.