Purchaser’s Agreement to Indemnify. Purchaser indemnifies and holds Seller and Asset Manager harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Purchaser's inspections or tests permitted under this Agreement or any violation of the provisions of Sections 4.3, 4.8 and 4.10; provided, however, the indemnity shall not extend to protect Seller from any (i) pre-existing liabilities for matters merely discovered by Purchaser (e.g., latent environmental contamination) so long as Purchaser's actions do not materially aggravate any pre-existing liability of Seller or (ii) any liabilities arising as a result of Seller's willful misconduct or gross negligence. Purchaser also indemnifies and holds any tenant harmless from and against any and all claims, causes of action, damages, liabilities and expenses which such tenant may suffer or incur due to Purchaser's breach of its obligation under Section 4.8 above to maintain the confidential nature of any Property Documents or other information relative to such tenant. Purchaser's obligations under this Section 4.11 shall survive the termination of this Agreement and shall survive the Closing.
Purchaser’s Agreement to Indemnify. Purchaser indemnifies and holds Seller and Asset Manager harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys' fees) caused by Purchaser's inspections or tests permitted under this Agreement or any violation of the provisions of Sections 4.3, 4.7 and 4.9; provided, however, the indemnity shall not extend to protect Seller from any pre-existing liabilities for matters merely discovered by Purchaser (i.e., latent environmental contamination) so long as Purchaser's actions do not aggravate any pre-existing liability of Seller. Purchaser's obligations under this Section 4.10 shall survive the termination of this Agreement and shall survive the Closing.
Purchaser’s Agreement to Indemnify. Purchaser hereby agrees to indemnify, defend and hold Seller, AFE, PXR, PXURA and PXLA harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of Purchaser’s inspections or tests permitted under this Agreement or any violation of the provisions of Sections 4.2, 4.7, and 4.9; provided, however, the indemnity shall not protect Seller, AFE, PXR, PXURA and PXLA from any liabilities for matters merely discovered by Purchaser (i.e., environmental contamination) so long as Purchaser’s actions do not aggravate any pre-existing liability of Seller, AFE, PXR, PXURA and PXLA it being agreed by Purchaser and Seller that the mere discovery by Purchaser of such matters shall not constitute an aggravation of any pre-existing liability of Seller, AFE, PXR, PXURA and PXLA. Notwithstanding the foregoing, Seller and Purchaser acknowledge and agree that Purchaser may communicate with representatives of Jersey City, New Jersey and the Jersey City Redevelopment Authority, as applicable, concerning the Financial Agreement and compliance therewith by Seller, AFE or the Subsidiaries, and such communications shall not be deemed to aggravate any pre-existing liability of Seller, AFE or the Subsidiaries under this Section 4.10. Purchaser also hereby agrees to indemnify, defend and hold any tenant harmless from and against any and all claims, causes of action, damages, liabilities and expenses which such tenant may suffer or incur due to Purchaser’s breach of its obligation under Sections 4.7 and 4.9 above to maintain the confidential nature of any Property Documents, Updated Property Information or other information relative to such tenant. Purchaser’s obligations under this Section 4.10 shall survive the termination of this Agreement and shall survive the Closing.
Purchaser’s Agreement to Indemnify. Purchaser hereby agrees to indemnify, defend and hold Seller harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of Purchaser’s inspections or tests permitted under this Agreement or any violation of the provisions of Sections 4.3, 4.7 and 4.9; provided, however, the indemnity shall not extend to protect Seller from any pre-existing liabilities for matters merely discovered by Purchaser (i.e., latent environmental contamination) so long as Purchaser’s actions do not aggravate any pre-existing liability of Seller. Purchaser also hereby agrees to indemnify, defend and hold any tenant harmless from and against any and all claims, causes of action, damages, liabilities and expenses which such tenant may suffer or incur due to Purchaser’s breach of its obligation under Section 4.7 above to maintain the confidential nature of any Property Documents or other information relative to such tenant. Purchaser’s obligations under this Section 4.10 shall survive the termination of this Agreement and shall survive the Closing.
Purchaser’s Agreement to Indemnify. Purchaser shall fully indemnify and hold harmless each of Parent and Seller and its respective officers, directors, employees, agents, representatives, affiliates and their successors and assigns (collectively, the "Seller Indemnitees"), against and in respect of any and all Losses, regardless of whether an action has been filed or asserted against Parent or Seller after the Closing Date, (i) resulting from any breach of representation or warranty by Purchaser made in this Agreement (including, without limitation, any instrument, list, certificate or writing delivered pursuant hereto), (ii) resulting from the breach or non-performance of any covenant or agreement by Purchaser made in this Agreement (including, without limitation, any instrument, list, certificate or writing delivered pursuant hereto), (iii) arising in respect of periods of employment after the Closing Date for current employees of the Seller who become employees of Purchaser, (iv) that Parent or Seller may incur (pursuant to the WARN Act or otherwise) with respect to or arising in connection with the termination by Purchaser after the Closing Date of current employees of Seller who become employees of Purchaser, (v) arising out of the failure by Purchaser to perform and discharge any Assumed Liability, or (vi) without limiting the foregoing, resulting or relating in any way to the ownership or operation of the Purchased Assets by Purchaser from and after the Closing Date; provided, however, that (A) for purposes of the indemnification provided under Section 8.3(i), the Purchaser shall have no obligation to indemnify the Seller Indemnitees until such time, if any, as, and only to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $125,000; and provided, further, that the obligation of the Purchaser to indemnify the Seller Indemnitees pursuant to Section 8.3(i) shall be limited to aggregate payments equal to the Purchase Price. For purposes of the indemnification provided in Section 8.3(i), in determining whether the representations and warranties of the Purchaser have been breached, no effect will be given to any materiality qualifier or dollar threshold set forth in such representations and warranties or related definitions. Purchaser will have no obligation to indemnify or hold harmless Parent or Seller in respect of any Loss relating in any way to an Excluded Asset or an Excluded Liability.
Purchaser’s Agreement to Indemnify. Purchaser indemnifies and holds Seller harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of Purchaser’s inspections or tests permitted under this Agreement or any violation of the provisions of Sections 4.3, 4.8 and 4.10; provided, however, the indemnity shall not extend to protect Seller from any pre-existing liabilities for matters merely discovered by Purchaser (i.e., latent environmental contamination so long as Purchaser’s actions do not aggravate any pre-existing liabilities). Purchaser also indemnifies and holds any tenant harmless from and against any and all claims, causes of action, damages, liabilities and expenses which such tenant may suffer or incur due to Purchaser’s breach of its obligation under Section 4.8 above to maintain the confidential nature of any Property Documents or other information relative to such tenant. Purchaser’s obligations under this Section 4.11 shall survive the termination of this Agreement and shall survive the Closing.
Purchaser’s Agreement to Indemnify. Subject to Section 7.1, upon the terms and subject to conditions of this Section 7.2, from and after the Closing, Purchaser shall indemnify, defend and hold harmless Seller, its Affiliates, and their respective officers, directors and successors and assigns from and against any and all Damages incurred or to be incurred by any of them to the extent resulting from or arising out of
(i) any breach by Purchaser of any representation or warranty contained in this Agreement or other certificate or document delivered by Purchaser pursuant to this Agreement; and
(ii) any breach by Purchaser of any covenant, agreement or obligation contained in this Agreement.
Purchaser’s Agreement to Indemnify. Purchaser indemnifies and holds Seller and Asset Manager harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the Application or out of Purchaser's inspections or tests permitted under this Agreement or any violation of the provisions of Sections 4.3, 4.8, and 4.10; provided, however, the indemnity shall not extend to protect Seller from any pre-existing liabilities for states of fact, matters or conditions merely discovered by Purchaser in performing permitted inspections and tests hereunder (i.e., latent environmental contamination) so long as Purchaser's actions do not aggravate any pre-existing liability of Seller. Purchaser's obligations. under this Section 4.11 shall survive the termination of this Agreement and shall survive the Closing.
Purchaser’s Agreement to Indemnify. Purchaser hereby agrees to indemnify, defend and hold Seller harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Purchaser's inspections or tests permitted under this Agreement or any violation of the provisions of Section 4.3, Section 4.7 and Section 4.9; provided, however, the indemnity shall not extend to protect Seller from (a) any pre-existing liabilities for matters merely discovered by Purchaser (i.e., latent environmental contamination) so long as Purchaser's actions do not aggravate any pre-existing liability of Seller or (b) the consequences of any act or omission on the part of Seller or any of its agents, contractors, representatives or employees. Purchaser's obligations under this Section 4.10 shall survive the termination of this Agreement and shall survive the Closing.
Purchaser’s Agreement to Indemnify. Purchaser hereby agrees to indemnify, defend and hold harmless Seller, Advisor, and their affiliates, members, partners, subsidiaries, shareholders, officers, directors and agents from and against any and all liens, claims, causes of action, damages, liabilities, losses, injuries, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of inspections or tests by Purchaser or its employees, consultants, agents or representatives permitted under this Agreement ; provided, however, the indemnity shall not extend to protect Seller from any pre-existing liabilities for matters merely discovered by Purchaser (i.e., latent environmental contamination) so long as Purchaser’s actions do not aggravate any pre-existing liability of Seller. Furthermore, Purchaser shall be liable only for direct damages, and not incidental, consequential or punitive damages (except to the extent Seller is liable to third parties for such incidental, consequential or punitive damages for which Purchaser shall provide indemnity) and Purchaser shall not be liable for claims to the extent arising in whole or in part from the negligence of Seller, its agents, independent contractors, servants and/or employees. Purchaser’s obligations under this Section 5.11 shall survive the termination of this Agreement and shall survive the Closing.
