Procedure; Indemnity Clause Samples
The "Procedure; Indemnity" clause outlines the steps that must be followed when one party seeks indemnification from another, as well as the obligations of the indemnifying party to cover certain losses or liabilities. Typically, this clause specifies how and when a claim must be notified, the process for handling or defending claims, and the types of losses or damages that are covered. Its core practical function is to ensure a clear, orderly process for managing indemnity claims and to allocate financial responsibility for specific risks between the parties.
POPULAR SAMPLE Copied 1 times
Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study of the Real Property at any time from and after Effective Date and for a period of thirty (30) days thereafter (the "Due Diligence Period"). Buyer and its duly authorized agents or representatives shall be permitted to enter upon the Real Property at all reasonable times during the Due Diligence Period in order to conduct engineering studies, soil tests, make application of Bank of America Loan and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the "Inspections"). Buyer agrees to promptly discharge any liens that may be imposed against the Real Property as a result of Buyer's Inspections and to defend, indemnify and hold Seller harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys' fees), liabilities, judgments and damages incurred by Seller as a result of any Inspections performed by Buyer.
Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct feasibility, environmental, engineering and physical studies of the Property at any time during the period beginning on the Effective Date and expiring on the later of (i) the date sixty (60) days after the Effective Date or (ii) the expiration of the Title Review Period (the “Due Diligence Period”); provided, however, if the Due Diligence Items are not delivered by the Delivery Date or if the Title Documents and Survey are not delivered by the Title Delivery Date, Buyer may, by written notice delivered prior to the conclusion of the original Due Diligence Period, extend the Due Diligence Period for a period equal to the associated delay in delivery of such materials beyond the applicable Delivery Date. Buyer and its duly authorized agents or representatives shall be permitted to enter the Property at all reasonable times during the Due Diligence Period upon at least forty eight (48) hours advance notice to Seller in order to conduct Resident/Tenant interviews (Resident/Tenant interviews will be conducted after notice to Seller), engineering studies, soil tests or other environmental studies and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the “Inspections”). Prior to any entry by Buyer onto the Property for the purposes of such Inspections, Buyer shall provide to Seller evidence that Buyer or its consultants (as applicable) have in force liability and worker’s compensation insurance. At Seller’s election, Seller may have a representative present during any such inspection. Buyer agrees to promptly discharge any liens that may be imposed against the Property as a result of Buyer’s Inspections and to defend, indemnify and hold Seller harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys’ fees), liabilities, judgments and damages (collectively, “Claims”) incurred by Seller as a result of any Inspections performed by Buyer, except for any Claims against Seller based upon any pre-existing conditions merely discovered by Buyer or any obligations and liabilities of Seller. Buyer’s reports, draft reports and evaluations with respect to the Property, including documents prepared in connection with the Inspections, are referred to herein as the “Reports”. If Buyer does not elect to proceed with the transaction and terminates or is deemed to terminate this Agreement pursuant to Section 5.2.1, and such ...
Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study of the Real Property at any time from and after the Delivery Date and for a period of sixty (60) days (30 days for books and records and 30 days for physical inspection) thereafter (the "Due Diligence Period"); provided, however, if the Due Diligence Items are not delivered on the Delivery Date, the commencement of the Due Diligence Period shall automatically be extended for a period equal to the associated delay in delivery of such materials beyond the Delivery Date, but, in no event, beyond August 30, 2002. Buyer and its duly authorized agents or representatives shall be permitted to enter upon the Real Property at all reasonable times during the Due Diligence Period in order to conduct engineering studies, soil tests and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the "Inspections"). Buyer agrees to promptly discharge any liens that may be imposed against the Real Property as a result of Buyer's Inspections and to defend, indemnify and hold Seller harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys' fees), liabilities, judgments and damages incurred by Seller as a result of any Inspections performed by Buyer.
Procedure; Indemnity. Subject to and in accordance with the provisions of the Access and Exclusivity Agreement and this Section 6, Buyer, at its sole expense, shall have the right to conduct feasibility, environmental, engineering and physical studies of the Real Property at any time during the period beginning on the Effective Date and expiring at the Closing Date. Buyer and its investors and lenders, and its and their respective duly authorized agents or representatives or contractors shall be permitted to enter upon the Real Property of each Community at all reasonable times during such period in order to conduct engineering studies, soil tests or other non-invasive environmental studies and any other inspections and/or tests that Buyer may deem necessary (collectively, the “Inspections”) provided that such entry shall be in accordance with the terms and conditions of the Access and Exclusivity Agreement. At its election, such Seller may have a representative present during any such inspection. Buyer agrees to promptly repair any damage to, and discharge any liens that may be imposed against, the Property as a result of Buyer’s Representative’s Inspections and to defend, indemnify and hold each Seller Entity harmless from all Liability incurred by any Seller Entity as a result of any Inspections performed by Buyer’s Representatives, each in accordance with the provisions of the Access and Exclusivity Agreement. For greater certainty, the foregoing indemnity and agreements shall survive Closing or any termination of this Agreement.
Procedure; Indemnity. Buyer, at its sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study of the Real Property at any time from and after the Delivery Date and for a period of sixty (60) days (30 days for books and records and 30 days for physical inspection) thereafter (the "Due Diligence Period"); provided, however, if the Due Diligence Items are not delivered on the Delivery Date, the commencement of the Due Diligence Period shall automatically be extended for a period equal to the associated delay in delivery of such materials beyond the Delivery Date, but, in no event, beyond August 30, 2002. Buyer and its duly authorized agents or representatives shall be permitted to enter upon the Real Property at all reasonable times during the Due Diligence Period in order to conduct engineering studies, soil tests and any other inspections and/or tests that Buyer may deem necessary or advisable (collectively, the "Inspections"). Buyer agrees to promptly discharge any liens that may be imposed against the Real Property as a result of Buyer's Inspections and to defend, indemnify and hold Seller harmless from all claims, suits, losses, costs, expenses (including without limitation court costs and attorneys' fees), liabilities, judgments and damages incurred by Seller as a result of any Inspections performed by Buyer.
Procedure; Indemnity. Subject to and in accordance with the provisions of the Access and Exclusivity Agreement and this Section 6, Buyer, at its sole expense, shall have the right to conduct feasibility, environmental, engineering and physical studies of the Real Property at any time during the period beginning on the Effective Date and expiring at the Closing Date. Buyer and its investors and lenders, and its and their respective duly authorized agents or representatives or contractors shall be permitted to enter upon the Real Property of each Community at all reasonable times during such period in order to conduct engineering studies, soil tests or other non-invasive environmental studies and any other inspections and/or tests that Buyer may deem necessary (collectively, the “Inspections”) provided that such entry shall be in accordance with the terms and conditions of the Access and Exclusivity Agreement. At its election, such Seller may have a representative present during any such inspection. Buyer agrees to promptly repair any damage to, and discharge any liens that may be imposed against, the Property as a result of Buyer’s Representative’s Inspections and to defend, indemnify and hold each Seller Entity harmless from all Liability incurred by any Seller Entity as a result of any Inspections performed by Buyer’s Representatives, each in accordance with the provisions of the Access and Exclusivity Agreement. For greater certainty, the foregoing indemnity and agreements shall survive Closing or any termination of this Agreement.