Common use of Mutual Indemnifications Clause in Contracts

Mutual Indemnifications. (a) From and after the Closing until expiration of the Survival Period, Seller shall indemnify Purchaser and defend and hold Purchaser harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including reasonable attorneys’ fees, resulting from any misrepresentation or breach of warranty by Seller in this Agreement or in any document, certificate, or exhibit given or delivered by Seller pursuant to or in connection with this Agreement; provided however, that Seller’s liability following the Closing for any misrepresentation or breach of warranty by Seller in this Agreement or in any document, certificate, or exhibit given or delivered by Seller pursuant to or in connection with this Agreement shall not exceed the Claim Cap; provided, further, that in no event shall Seller have any liability for any such breach regarding which Purchaser had actual knowledge prior to the Closing). (b) From and after the Closing until expiration of the Survival Period, Purchaser shall indemnify Seller and defend and hold Seller harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including reasonable attorneys’ fees, resulting from any misrepresentation or breach of warranty made by Purchaser in this Agreement or in any document, certificate, or exhibit given or delivered by Purchaser pursuant to or in connection with this Agreement; provided, however, that Purchaser’s liability following the Closing for any misrepresentation or breach of warranty by Purchaser in this Agreement or in any document, certificate, or exhibit given or delivered by Purchaser pursuant to or in connection with this Agreement shall not exceed the Claim Cap. (c) Seller shall indemnify Purchaser and defend and hold Purchaser harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including reasonable attorneys’ fees, asserted against, incurred or suffered by Purchaser and related to its ownership of the Membership Interests (including, without limitation, those resulting from any personal injury or property damage occurring in, on or about the Property or relating thereto) and occurring during any period in which Seller or its affiliates owned the Company, from any cause whatsoever other than as a consequence of the acts or omissions of Purchaser, its agents, employees or contractors; provided, however, that any claim against Seller under this Section 10.5(c) must be made in writing before the end of the Survival Period. (d) Purchaser shall indemnify Seller and defend and hold Seller harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including reasonable attorneys’ fees, asserted against, incurred or suffered by Seller and related to its ownership of the Membership Interests (including, without limitation, those resulting from any personal injury or property damage occurring in, on or about the Property or relating thereto) and occurring during any period in which Purchaser or its affiliates owns the Company, from any cause whatsoever other than as a consequence of the acts or omissions of Seller, its agents, employees or contractors; provided, however, that any claim against Purchaser under this Section 10.5(d) must be made in writing before the end of the Survival Period. (e) In the event either party hereto receives notice of a claim or demand which results or may result in indemnification pursuant to this Section 10.5, such party shall promptly give notice thereof to the other party to this Agreement. The party receiving such notice shall promptly take such measures as may be reasonably required to properly and effectively defend such claim, and may defend same with counsel of its own choosing. In the event the party receiving such notice fails to properly and effectively defend such claim, and in the event such party is liable therefor, then the party so giving such notice may defend such claim at the expense of the party receiving such notice. The provisions of this Section 10.5 shall survive the Closing until the end of the Survival Period (and thereafter with respect to any written claims made before the end of the Survival Period). (f) In no event shall a party be liable to the other for consequential or punitive damages resulting from any breach of its representations or warranties and/or covenants contained in this Agreement or any agreement delivered in connection with this Agreement (unless such incidental, special or consequential (but not punitive) damages are incurred by as a result of a third party claim for losses).

Mutual Indemnifications. (a) From and after the Closing until expiration of the Survival PeriodClosing, Seller shall indemnify Purchaser and defend and hold Purchaser harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including reasonable attorneys’ fees, resulting from any misrepresentation or breach of warranty by Seller in this Agreement or in any document, certificate, or exhibit given or delivered by Seller pursuant to or in connection with this Agreement; provided provided, however, that Seller’s liability following Purchaser shall make no claim under this subsection until the Closing for aggregate of any misrepresentation or breach of warranty potential claims exceeds $300,000, as reasonably estimated by Seller in this Agreement or in any document, certificate, or exhibit given or delivered by Seller pursuant to or in connection with this Agreement shall not exceed the Claim Cap; provided, further, that in no event shall Seller have any liability for any such breach regarding which Purchaser had actual knowledge prior to the Closing)Purchaser. (b) From and after the Closing until expiration of the Survival PeriodClosing, Purchaser shall indemnify Seller and defend and hold Seller harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including reasonable attorneys’ fees, resulting from any misrepresentation or breach of warranty made by Purchaser in this Agreement or in any document, certificate, or exhibit given or delivered by Purchaser pursuant to or in connection with this Agreement; provided, however, that Purchaser’s liability following Seller shall make no claim under this subsection until the Closing for aggregate of any misrepresentation or breach of warranty potential claims exceeds $300,000, as reasonably estimated by Purchaser in this Agreement or in any document, certificate, or exhibit given or delivered by Purchaser pursuant to or in connection with this Agreement shall not exceed the Claim CapSeller. (c) Seller shall indemnify Purchaser and defend and hold Purchaser harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including reasonable attorneys’ fees, asserted against, incurred or suffered by Purchaser and related to its ownership of the Membership Interests (including, without limitation, those resulting from any personal injury or property damage occurring in, on or about the Real Property or relating thereto) thereto and occurring during any period in which Seller or its affiliates owned the CompanyReal Property, from any cause whatsoever other than as a consequence of the acts or omissions of Purchaser, its agents, employees or contractors; provided, however, that any claim against Seller under this Section 10.5(c) must be made in writing before the end of the Survival Period. (d) Purchaser shall indemnify Seller and defend and hold Seller harmless from and against any and all claims, losses, demands, liabilities, costs, expenses, penalties, damages and losses, including reasonable attorneys’ fees, asserted against, incurred or suffered by Seller and related to its ownership of the Membership Interests (including, without limitation, those resulting from any personal injury or property damage occurring in, on or about the Real Property or relating thereto) thereto and occurring during any period in which Purchaser or its affiliates owns the Company, Real Properties from any cause whatsoever other than as a consequence of the acts or omissions of Seller, its agents, employees or contractors; provided, however, that any claim against Purchaser under this Section 10.5(d) must be made in writing before the end of the Survival Period. (e) In the event either party hereto receives notice of a claim or demand which results or may result in indemnification pursuant to this Section 10.5, such party shall promptly give notice thereof to the other party to this Agreement. The party pxxxx receiving such notice shall promptly take such measures as may be reasonably required to properly and effectively defend such claim, and may defend same with counsel of its own choosing. In the event the party receiving such notice fails to properly and effectively defend such claim, and in the event such party is liable therefor, then the party so giving such notice may defend such claim at the expense of the party receiving such notice. The provisions of this Section 10.5 10._5 shall survive the Closing. The provisions of this Section 10.5, shall survive the Closing until the end or termination of the Survival Period (and thereafter with respect to any written claims made before the end of the Survival Period). (f) In no event shall a party be liable to the other for consequential or punitive damages resulting from any breach of its representations or warranties and/or covenants contained in this Agreement or any agreement delivered in connection with this Agreement for a period of six (unless such incidental, special or consequential (but not punitive6) damages are incurred by as a result of a third party claim for losses)months.

Mutual Indemnifications. (a) From and after the Closing until expiration of the Survival PeriodClosing, Seller shall indemnify Purchaser and defend and hold Purchaser harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including actual, reasonable attorneys’ ' fees, resulting from any misrepresentation or breach of warranty by Seller in this Agreement or in any document, certificate, or exhibit given or delivered by Seller pursuant to or in connection with this Agreement; provided however, that Seller’s liability following the Closing for any misrepresentation or breach of warranty by Seller in this Agreement or in any document, certificate, or exhibit given or delivered by Seller pursuant to or in connection with this Agreement shall not exceed the Claim Cap; provided, further, that in no event shall Seller have any liability for any such breach regarding which Purchaser had actual knowledge prior to the Closing). (b) From and after the Closing until expiration of the Survival PeriodClosing, Purchaser shall indemnify Seller and defend and hold Seller harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including actual, reasonable attorneys’ ' fees, resulting from any misrepresentation or breach of warranty made by Purchaser in this Agreement or in any document, certificate, or exhibit given or delivered by Purchaser pursuant to or in connection with this Agreement; provided, however, that Purchaser’s liability following the Closing for any misrepresentation or breach of warranty by Purchaser in this Agreement or in any document, certificate, or exhibit given or delivered by Purchaser pursuant to or in connection with this Agreement shall not exceed the Claim Cap. (c) Seller shall indemnify Purchaser and defend and hold Purchaser harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including actual, reasonable attorneys’ ' fees, asserted against, incurred or suffered by Purchaser and related to its ownership of the Membership Interests (including, without limitation, those resulting from any personal injury or property damage occurring in, on or about the Property or relating thereto) thereto and occurring during any period in which Seller or its affiliates owned the CompanyProperty, from any cause whatsoever other than as a consequence of either (x) the acts or omission of Tenant, its agents, employees or contractors or (y) the acts or omissions of Purchaser, its agents, employees or contractors; provided, however, that any claim against Seller under this Section 10.5(c) must be made in writing before the end of the Survival Period. (d) Purchaser shall indemnify Seller and defend and hold Seller harmless from and against any and all claims, losses, demands, liabilities, costs, expenses, penalties, damages and losses, including actual, reasonable attorneys’ ' fees, asserted against, incurred or suffered by Seller and related to its ownership of the Membership Interests (including, without limitation, those resulting from any personal injury or property damage occurring in, on or about the Property or relating thereto) thereto and occurring during any period in which Purchaser or its affiliates owns the CompanyProperty or as provided in Section 5.1(b), from any cause whatsoever other than as a consequence of the acts or omissions of Seller, its agents, employees or contractors; provided, however, that any claim against Purchaser under this Section 10.5(d) must be made in writing before the end of the Survival Period. (e) In the event either party hereto receives notice of a claim or demand which results or may result in indemnification pursuant to this Section 10.5, such party shall promptly give notice thereof to the other party to this Agreement. The party receiving such notice shall promptly take such measures as may be reasonably required to properly and effectively defend such claim, and may defend same with counsel of its own choosing. In the event the party receiving such notice fails to properly and effectively defend such claim, and in the event such party is liable therefor, then the party so giving such notice may defend such claim at the expense of the party receiving such notice. The provisions of this Section 10.5 shall survive the Closing until the end for a period of the Survival Period twelve (and thereafter with respect to any written claims made before the end of the Survival Period)12) months. (f) In no event shall a party be liable to the other for consequential or punitive damages resulting from any breach of its representations or warranties and/or covenants contained in this Agreement or any agreement delivered in connection with this Agreement (unless such incidental, special or consequential (but not punitive) damages are incurred by as a result of a third party claim for losses).