Common use of Mutual Indemnifications Clause in Contracts

Mutual Indemnifications. (a) Purchaser hereby agrees to indemnify and hold Seller, Trustee and Indemnitors harmless from and against any and all loss, cost, liability, damage, claim or expense (including reasonable attorneys' fees) in connection with, arising out of or in any way related to: (i) Purchaser's representations and warranties set forth in this Contract; and (ii) any liability under this Contract first arising and accruing after the Closing Date and relating to the ownership, operation, management and maintenance of the Property. Notwithstanding the foregoing, the Purchaser's liability under this Section 31(a) shall be limited to FIVE HUNDRED THOUSAND DOLLARS ($500,000), except for: (i) liability arising out of a fraudulent representation or warranty on the part of the Purchaser and liability arising out of Purchaser's indemnity under Section 29(e), in which events there shall no limit on the amount of the Purchaser's liability. (b) Indemnitors hereby agree to indemnify and hold Purchaser harmless from and against any and all loss, cost, liability, damage, claim or expense (including reasonable attorneys' fees) in connection with, arising out of or in any way related to: (i) Indemnitors' representations, warranties and covenants set forth in this Contract; and (ii) the ownership, operation, management and maintenance of the Property prior to the Closing Date. Notwithstanding the foregoing, except in the case of a Fraud Claim(s), the XXXX Restriction Indemnity or a breach of the Entity Warranties, the Indemnitors' liability under this Section 31 shall be limited to FIVE HUNDRED THOUSAND DOLLARS ($500,000) in the aggregate (with the separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the overall aggregate liability). In the case of a Fraud Claim(s), a breach of the Entity Warranties, or the XXXX Restriction Indemnity, there shall be no limit on the amount of Indemnitors' liability other than a separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the aggregate liability for the Fraud Claim(s), breach of the Entity Warranties or the XXXX Restriction Indemnity. (c) Notwithstanding any other provision herein to the contrary, in the event of a loss or claim of any kind or nature by a party entitled to indemnification pursuant to this Section 31 (the "Indemnitee") which loss or claim is covered by insurance maintained by the Indemnitee, then the Indemnitee shall look first to its insurance coverage for recovery and diligently file and pursue a claim for such loss. The indemnifying party under this Section 31 shall be responsible only for such amounts as are not covered by insurance. In the event that an Indemnitee has filed a claim with its insurance carrier as provided for in this Section 31(c), then any applicable time limits for bringing legal action against the indemnifying party shall be tolled until the carrier has rendered its determination in writing with respect to such filed claim.

Mutual Indemnifications. The Optionor covenants and agrees with the Optionee, and the Optionee covenants and agrees with the Optionor (the Party so covenanting being referred to in this Section as the “Indemnifying Party”, and the other Party being referred to in this Section as the “Indemnified Party”) that the Indemnifying Party shall: (a) Purchaser be solely liable and responsible for any and all Claims which the Indemnified Party or any of its respective directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, may suffer, sustain, pay or incur; and (b) indemnify and save the Indemnified Party and its respective directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, harmless from any and all Claims which may be brought against or suffered by such Persons or which they may sustain, pay or incur, as a result of, arising out of, attributable to or connected with any breach or non- fulfillment of any representation, warranty, covenant or agreement on the part of the Indemnifying Party under this Agreement (other than a breach or non-fulfillment of the Optionee’s option to exercise any of the Options pursuant to Article 3 hereof) or any misstatement or inaccuracy of or any other incorrectness in or breach of any representation or warranty of the Indemnifying Party contained in this Agreement or in any certificate or other document furnished by the Indemnifying Party pursuant to this Agreement. For greater certainty and without limiting the generality of the foregoing, the Parties acknowledge and agree that the Optionee shall not be responsible for any environmental or other liabilities accrued on the Property by the Optionor prior to the date of this Agreement, and the Optionor hereby agrees to indemnify and hold Seller, Trustee and Indemnitors harmless from and against any the Optionee and all lossof its directors, costofficers, liabilityservants, damageagents and employees, claim or expense (including reasonable attorneys' fees) together with the Successors,assigns, administrators, executors, heirs and all other legal representatives of the Optionee, in connection with, arising out of or in any way related to: (i) Purchaser's representations and warranties set forth in this Contract; and (ii) any liability under this Contract first arising and accruing after the Closing Date and relating to the ownership, operation, management and maintenance of the Property. Notwithstanding the foregoing, the Purchaser's liability under this Section 31(a) shall be limited to FIVE HUNDRED THOUSAND DOLLARS ($500,000), except for: (i) liability arising out of a fraudulent representation or warranty on the part of the Purchaser and liability arising out of Purchaser's indemnity under Section 29(e), in which events there shall no limit on the amount of the Purchaser's liabilitywith such matters. (b) Indemnitors hereby agree to indemnify and hold Purchaser harmless from and against any and all loss, cost, liability, damage, claim or expense (including reasonable attorneys' fees) in connection with, arising out of or in any way related to: (i) Indemnitors' representations, warranties and covenants set forth in this Contract; and (ii) the ownership, operation, management and maintenance of the Property prior to the Closing Date. Notwithstanding the foregoing, except in the case of a Fraud Claim(s), the XXXX Restriction Indemnity or a breach of the Entity Warranties, the Indemnitors' liability under this Section 31 shall be limited to FIVE HUNDRED THOUSAND DOLLARS ($500,000) in the aggregate (with the separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the overall aggregate liability). In the case of a Fraud Claim(s), a breach of the Entity Warranties, or the XXXX Restriction Indemnity, there shall be no limit on the amount of Indemnitors' liability other than a separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the aggregate liability for the Fraud Claim(s), breach of the Entity Warranties or the XXXX Restriction Indemnity. (c) Notwithstanding any other provision herein to the contrary, in the event of a loss or claim of any kind or nature by a party entitled to indemnification pursuant to this Section 31 (the "Indemnitee") which loss or claim is covered by insurance maintained by the Indemnitee, then the Indemnitee shall look first to its insurance coverage for recovery and diligently file and pursue a claim for such loss. The indemnifying party under this Section 31 shall be responsible only for such amounts as are not covered by insurance. In the event that an Indemnitee has filed a claim with its insurance carrier as provided for in this Section 31(c), then any applicable time limits for bringing legal action against the indemnifying party shall be tolled until the carrier has rendered its determination in writing with respect to such filed claim.

Mutual Indemnifications. (a) Purchaser hereby agrees to Each of the Client and the Consultant agree that they will indemnify and hold Sellerharmless each other, Trustee their respective affiliates, control persons, officers, directors, employees and Indemnitors harmless agents and each person who controls each of them within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (the Consultant or the Client, as the case may be, and each such entity and person being hereinafter called an "Indemnified Party") from and against any and all losslosses, costclaims, liabilitydamages, damageliabilities, claim costs or expense expenses (including reasonable attorneys' ’ and accountants’ fees) as incurred, to which such Indemnified Party may become subject which are (a) related to or arise out of actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by an Indemnified Party with the Client’s or the Consultant’s consent or in conformity with the instructions of, or actions taken or omitted to be taken by the Client or the Consultant or (b) otherwise related to or arising out of each party’s action pursuant to this Agreement. The Client and the Consultant, as the case may be, also agree to reimburse each Indemnified Party within thirty (30) days of submission of an invoice with respect thereto for all expenses incurred (including fees and disbursements of counsel) in connection withwith the investigation of or the preparation for or defense of any pending or threatened formal or informal claim, action, investigation or other proceeding caused by or arising out of or in any way related to: (i) Purchaser's representations connection with the Consultant’s or the Client’s actions pursuant to this Agreement, whether or not the Consultant or the Client, as the case may be, is named party thereto and warranties set forth in this Contract; and (ii) whether or not any liability under this Contract first arising and accruing after results therefrom. The Client or the Closing Date and relating Consultant, as the case may be, will not be responsible, however, for any loss, claim, damage or liability for which indemnification is sought solely pursuant to the ownership, operation, management and maintenance first sentence of the Property. Notwithstanding the foregoing, the Purchaser's liability under this Section 31(a) paragraph which a court of competent jurisdiction shall be limited have determined by a final judgment to FIVE HUNDRED THOUSAND DOLLARS ($500,000), except for: (i) liability arising out of a fraudulent representation have resulted primarily from willful misconduct or warranty gross negligence on the part of the Purchaser Indemnified Party seeking indemnification hereunder. Promptly after receipt by any Indemnified Party of notice of any complaint or the commencement of any action or proceeding in connection with any matter related to a party’s activities pursuant to the letter agreement, such party will notify the Client or the Consultant, as the case may be, in writing, of such complaint or of the commencement of such action or proceeding and liability arising out if the Client or the Consultant so elects or is requested by the other party, the Client or the Consultant, as the case may be, will assume the defense of Purchaser's indemnity under Section 29(e)such action or proceeding, including the employment of counsel reasonably satisfactory to the other party and the payment of the fees and disbursements of such counsel, in which events there event the Client or the Consultant, as the case may be, shall no limit on not be obligated to pay the amount fees and disbursements of separate counsel for the Purchaser's liability. (b) Indemnitors hereby agree other party in such action. However, failure by the other party to indemnify and hold Purchaser harmless from and against any and all lossso notify the Client or the Consultant, costas the case may be, liability, damage, of such claim or expense (including reasonable attorneys' fees) in connection withsuch commencement shall not relieve the Client or the Consultant, arising out of or in as the case may be, from any way related to: (i) Indemnitors' representations, warranties and covenants set forth in this Contract; and (ii) the ownership, operation, management and maintenance of the Property prior obligation hereunder except to the Closing Date. Notwithstanding extent that such failure shall result in prejudice to the foregoingClient or the Consultant, except in as the case of a Fraud Claim(s), the XXXX Restriction Indemnity or a breach of the Entity Warranties, the Indemnitors' liability under this Section 31 shall be limited to FIVE HUNDRED THOUSAND DOLLARS ($500,000) in the aggregate (with the separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the overall aggregate liability)may be. In the event, however, that the other party’s legal counsel shall determine that defenses may be available to an Indemnified Party that are different from or in addition to those available to the Client or the Consultant, as the case may be, or that there is or could reasonably be expected to be a conflict of a Fraud Claim(s), a breach interest by reason of the Entity WarrantiesClient or Consultant, as the case may be, and an Indemnified Party having common counsel in any action or proceeding, or if the XXXX Restriction Indemnity, there shall be no limit on the amount of Indemnitors' liability other than a separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the aggregate liability for the Fraud Claim(s), breach of the Entity Warranties Client or the XXXX Restriction Indemnity. (c) Notwithstanding any other provision herein to Consultant, as the contrarycase may be, in has not assumed the event of a loss or claim defense of any kind action or nature by a party entitled to indemnification pursuant to this Section 31 (proceeding, or if the "Indemnitee") which loss Client has not assumed the defense of any action or claim is covered by insurance maintained by the Indemniteeproceeding, then the Indemnitee other party may employ separate counsel to represent or defend it or any Indemnified Party in any such action or proceeding in which it or such Indemnified Party may become involved or is named as defendant and the Client or the Consultant, as the case may be, shall look first pay the fees and disbursements, as incurred by such separate counsel; provided that the Client shall not be obligated to its insurance coverage pay the fees and disbursements of more than one such separate counsel for recovery and diligently file and pursue a claim for any one such lossaction or proceeding in any one jurisdiction. The indemnifying party reimbursement, indemnity and contribution obligations of the Client or the Consultant, as the case may be, under this Section 31 paragraph shall be responsible only for in addition to any liability which the Client or the Consultant, as the case may be, may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Client, the Consultant and any such amounts as are not covered by insuranceperson. In the event that an Indemnitee has filed a claim with its insurance carrier as provided for in The provisions of this Section 31(c), then any applicable time limits for bringing legal action against 9 shall survive the indemnifying party shall be tolled until the carrier has rendered its determination in writing with respect to such filed claimtermination and expiration of this Agreement.

Mutual Indemnifications. (a) Purchaser hereby agrees to Each of the Client and the Consultant agree that they will indemnify and hold Sellerharmless each other, Trustee their respective affiliates, control persons, officers, directors, employees and Indemnitors harmless agents and each person who controls each of them within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (the Consultant or the Client, as the case may be, and each such entity and person being hereinafter called an "Indemnified Party") from and against any and all losslosses, costclaims, liabilitydamages, damageliabilities, claim costs or expense expenses (including reasonable attorneys' and accountants' fees) as incurred, to which such Indemnified Party may become subject which are (a) related to or arise out of actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by an Indemnified Party with the Client's or the Consultant's consent or in conformity with the instructions of, or actions taken or omitted to be taken by the Client or the Consultant or (b) otherwise related to or arising out of each party's action pursuant to this Agreement. The Client and the Consultant, as the case may be, also agree to reimburse each Indemnified Party within thirty (30) days of submission of an invoice with respect thereto for all expenses incurred (including fees and disbursements of counsel) in connection withwith the investigation of or the preparation for or defense of any pending or threatened formal or informal claim, action, investigation or other proceeding caused by or arising out of or in any way related to: (i) Purchaserconnection with the Consultant's representations or the Client's actions pursuant to this Agreement, whether or not the Consultant or the Client, as the case may be, is named party thereto and warranties set forth in this Contract; and (ii) whether or not any liability under this Contract first arising and accruing after results therefrom. The Client or the Closing Date and relating Consultant, as the case may be, will not be responsible, however, for any loss, claim, damage or liability for which indemnification is sought solely pursuant to the ownership, operation, management and maintenance first sentence of the Property. Notwithstanding the foregoing, the Purchaser's liability under this Section 31(a) paragraph which a court of competent jurisdiction shall be limited have determined by a final judgment to FIVE HUNDRED THOUSAND DOLLARS ($500,000), except for: (i) liability arising out of a fraudulent representation have resulted primarily from willful misconduct or warranty gross negligence on the part of the Purchaser Indemnified Party seeking indemnification hereunder. Promptly after receipt by any Indemnified Party of notice of any complaint or the commencement of any action or proceeding in connection with any matter related to a party's activities pursuant to the letter agreement, such party will notify the Client or the Consultant, as the case may be, in writing, of such complaint or of the commencement of such action or proceeding and liability arising out if the Client or the Consultant so elects or is requested by the other party, the Client or the Consultant, as the case may be, will assume the defense of Purchaser's indemnity under Section 29(e)such action or proceeding, including the employment of counsel reasonably satisfactory to the other party and the payment of the fees and disbursements of such counsel, in which events there event the Client or the Consultant, as the case may be, shall no limit on not be obligated to pay the amount fees and disbursements of separate counsel for the Purchaser's liability. (b) Indemnitors hereby agree other party in such action. However, failure by the other party to indemnify and hold Purchaser harmless from and against any and all lossso notify the Client or the Consultant, costas the case may be, liability, damage, of such claim or expense (including reasonable attorneys' fees) in connection withsuch commencement shall not relieve the Client or the Consultant, arising out of or in as the case may be, from any way related to: (i) Indemnitors' representations, warranties and covenants set forth in this Contract; and (ii) the ownership, operation, management and maintenance of the Property prior obligation hereunder except to the Closing Date. Notwithstanding extent that such failure shall result in prejudice to the foregoingClient or the Consultant, except in as the case of a Fraud Claim(s), the XXXX Restriction Indemnity or a breach of the Entity Warranties, the Indemnitors' liability under this Section 31 shall be limited to FIVE HUNDRED THOUSAND DOLLARS ($500,000) in the aggregate (with the separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the overall aggregate liability)may be. In the event, however, that the other party's legal counsel shall determine that defenses may be available to an Indemnified Party that are different from or in addition to those available to the Client or the Consultant, as the case may be, or that there is or could reasonably be expected to be a conflict of a Fraud Claim(s), a breach interest by reason of the Entity WarrantiesClient or Consultant, as the case may be, and an Indemnified Party having common counsel in any action or proceeding, or if the XXXX Restriction Indemnity, there shall be no limit on the amount of Indemnitors' liability other than a separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the aggregate liability for the Fraud Claim(s), breach of the Entity Warranties Client or the XXXX Restriction Indemnity. (c) Notwithstanding any other provision herein to Consultant, as the contrarycase may be, in has not assumed the event of a loss or claim defense of any kind action or nature by a party entitled to indemnification pursuant to this Section 31 (proceeding, or if the "Indemnitee") which loss Client has not assumed the defense of any action or claim is covered by insurance maintained by the Indemniteeproceeding, then the Indemnitee other party may employ separate counsel to represent or defend it or any Indemnified Party in any such action or proceeding in which it or such Indemnified Party may become involved or is named as defendant and the Client or the Consultant, as the case may be, shall look first pay the fees and disbursements, as incurred by such separate counsel; provided that the Client shall not be obligated to its insurance coverage pay the fees and disbursements of more than one such separate counsel for recovery and diligently file and pursue a claim for any one such lossaction or proceeding in any one jurisdiction. The indemnifying party reimbursement, indemnity and contribution obligations of the Client or the Consultant, as the case may be, under this Section 31 paragraph shall be responsible only for in addition to any liability which the Client or the Consultant, as the case may be, may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Client, the Consultant and any such amounts as are not covered by insuranceperson. In the event that an Indemnitee has filed a claim with its insurance carrier as provided for in The provisions of this Section 31(c), then any applicable time limits for bringing legal action against 9 shall survive the indemnifying party shall be tolled until the carrier has rendered its determination in writing with respect to such filed claimtermination and expiration of this Agreement.

Mutual Indemnifications. The Optionor covenants and agrees with the Optionee, and the Optionee covenants and agrees with the Optionor (the Party so covenanting being referred to in this Section as the "INDEMNIFYING PARTY", and the other Party being referred to in this Section as the "INDEMNIFIED PARTY") that the Indemnifying Party shall: (a) Purchaser be solely liable and responsible for any. and all Claims which the Indemnified Party or any of its respective directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, may suffer, sustain, pay or incur; and (b) indemnify and save the Indemnified Party and its respective directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, harmless from any and all Claims which may be brought against or suffered by such Persons or which they may sustain, pay or incur, as a result of, arising out of, attributable to or connected with any breach or non-fulfillment of any representation, warranty, covenant or agreement on the part of the Indemnifying Party under this Agreement (other than a breach or non-fulfillment of the Optionee's option to exercise any of the Options pursuant to Article 3 hereof) or any misstatement or inaccuracy of or any other incorrectness in or breach of any representation or warranty of the Indemnifying Party contained in this Agreement or in any certificate or other document furnished by the Indemnifying Party pursuant to this Agreement. For greater certainty and without limiting the generality of the foregoing, the Parties acknowledge and agree that the Optionee shall not be responsible for any environmental or other liabilities accrued on the Property by the Optionor prior to the Effective Date, and the Optionor hereby agrees to indemnify and hold Seller, Trustee and Indemnitors harmless from and against any the Optionee and all lossof its directors, costofficers, liabilityservants, damageagents and employees, claim or expense (including reasonable attorneys' fees) together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the Optionee, in connection with, arising out of or in any way related to: (i) Purchaser's representations and warranties set forth in this Contract; and (ii) any liability under this Contract first arising and accruing after the Closing Date and relating to the ownership, operation, management and maintenance of the Property. Notwithstanding the foregoing, the Purchaser's liability under this Section 31(a) shall be limited to FIVE HUNDRED THOUSAND DOLLARS ($500,000), except for: (i) liability arising out of a fraudulent representation or warranty on the part of the Purchaser and liability arising out of Purchaser's indemnity under Section 29(e), in which events there shall no limit on the amount of the Purchaser's liabilitywith such matters. (b) Indemnitors hereby agree to indemnify and hold Purchaser harmless from and against any and all loss, cost, liability, damage, claim or expense (including reasonable attorneys' fees) in connection with, arising out of or in any way related to: (i) Indemnitors' representations, warranties and covenants set forth in this Contract; and (ii) the ownership, operation, management and maintenance of the Property prior to the Closing Date. Notwithstanding the foregoing, except in the case of a Fraud Claim(s), the XXXX Restriction Indemnity or a breach of the Entity Warranties, the Indemnitors' liability under this Section 31 shall be limited to FIVE HUNDRED THOUSAND DOLLARS ($500,000) in the aggregate (with the separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the overall aggregate liability). In the case of a Fraud Claim(s), a breach of the Entity Warranties, or the XXXX Restriction Indemnity, there shall be no limit on the amount of Indemnitors' liability other than a separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the aggregate liability for the Fraud Claim(s), breach of the Entity Warranties or the XXXX Restriction Indemnity. (c) Notwithstanding any other provision herein to the contrary, in the event of a loss or claim of any kind or nature by a party entitled to indemnification pursuant to this Section 31 (the "Indemnitee") which loss or claim is covered by insurance maintained by the Indemnitee, then the Indemnitee shall look first to its insurance coverage for recovery and diligently file and pursue a claim for such loss. The indemnifying party under this Section 31 shall be responsible only for such amounts as are not covered by insurance. In the event that an Indemnitee has filed a claim with its insurance carrier as provided for in this Section 31(c), then any applicable time limits for bringing legal action against the indemnifying party shall be tolled until the carrier has rendered its determination in writing with respect to such filed claim.

Mutual Indemnifications. The Optionor covenants and agrees with the Optionee, and the Optionee covenants and agrees with the Optionor (the Party so covenanting being referred to in this Section as the “Indemnifying Party”, and the other Party being referred to in this Section as the “Indemnified Party”) that the Indemnifying Party shall: (a) Purchaser be solely liable and responsible for any and all Claims which the Indemnified Party or any of its respective directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, may suffer, sustain, pay or incur; and (b) indemnify and save the Indemnified Party and its respective directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, harmless from any and all Claims which may be brought against or suffered by such Persons or which they may sustain, pay or incur, as a result of, arising out of, attributable to or connected with any breach or non-fulfillment of any representation, warranty, covenant or Agreement on the part of the Indemnifying Party under this Agreement (other than a breach or non-fulfillment of the Optionee’s option to exercise any of the Options pursuant to Article 3 hereof) or any misstatement or inaccuracy of or any other incorrectness in or breach of any representation or warranty of the Indemnifying Party contained in this Agreement or in any certificate or other document furnished by the Indemnifying Party pursuant to this Agreement. For greater certainty and without limiting the generality of the foregoing, the Parties acknowledge and agree that the Optionee shall not be responsible for any environmental or other liabilities accrued on the Property by the Optionor prior to the Effective Date, and the Optionor hereby agrees to indemnify and hold Seller, Trustee and Indemnitors harmless from and against any the Optionee and all lossof its directors, costofficers, liabilityservants, damageagents and employees, claim or expense (including reasonable attorneys' fees) together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the Optionee, in connection with, arising out of or in any way related to: (i) Purchaser's representations and warranties set forth in this Contract; and (ii) any liability under this Contract first arising and accruing after the Closing Date and relating to the ownership, operation, management and maintenance of the Property. Notwithstanding the foregoing, the Purchaser's liability under this Section 31(a) shall be limited to FIVE HUNDRED THOUSAND DOLLARS ($500,000), except for: (i) liability arising out of a fraudulent representation or warranty on the part of the Purchaser and liability arising out of Purchaser's indemnity under Section 29(e), in which events there shall no limit on the amount of the Purchaser's liabilitywith such matters. (b) Indemnitors hereby agree to indemnify and hold Purchaser harmless from and against any and all loss, cost, liability, damage, claim or expense (including reasonable attorneys' fees) in connection with, arising out of or in any way related to: (i) Indemnitors' representations, warranties and covenants set forth in this Contract; and (ii) the ownership, operation, management and maintenance of the Property prior to the Closing Date. Notwithstanding the foregoing, except in the case of a Fraud Claim(s), the XXXX Restriction Indemnity or a breach of the Entity Warranties, the Indemnitors' liability under this Section 31 shall be limited to FIVE HUNDRED THOUSAND DOLLARS ($500,000) in the aggregate (with the separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the overall aggregate liability). In the case of a Fraud Claim(s), a breach of the Entity Warranties, or the XXXX Restriction Indemnity, there shall be no limit on the amount of Indemnitors' liability other than a separate limit of liability for each of the Indemnitors equal to one-half (1/2) of the aggregate liability for the Fraud Claim(s), breach of the Entity Warranties or the XXXX Restriction Indemnity. (c) Notwithstanding any other provision herein to the contrary, in the event of a loss or claim of any kind or nature by a party entitled to indemnification pursuant to this Section 31 (the "Indemnitee") which loss or claim is covered by insurance maintained by the Indemnitee, then the Indemnitee shall look first to its insurance coverage for recovery and diligently file and pursue a claim for such loss. The indemnifying party under this Section 31 shall be responsible only for such amounts as are not covered by insurance. In the event that an Indemnitee has filed a claim with its insurance carrier as provided for in this Section 31(c), then any applicable time limits for bringing legal action against the indemnifying party shall be tolled until the carrier has rendered its determination in writing with respect to such filed claim.