Common use of Purchaser’s Agreement to Indemnify Clause in Contracts

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.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Amerivest Properties Inc), Purchase and Sale Agreement (Amerivest Properties Inc), Purchase and Sale Agreement (Amerivest Properties Inc)

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Purchaser’s Agreement to Indemnify. Purchaser indemnifies hereby agrees to indemnify, defend and holds hold 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 SECTIONS 4.3, 4.8 4.7 and 4.104.9; provided, however, the indemnity shall not extend to protect Seller from any (i) pre-existing liabilities for matters merely discovered by Purchaser (e.g.i.e., 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 hereby agrees to indemnify, defend and holds 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 4.8 above SECTION 4.7 to maintain the confidential nature of any Property Documents or other information relative to such tenant. Purchaser's obligations under this Section 4.11 SECTION 4.10 shall survive the termination of this Agreement and shall survive the Closing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc), Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)

Purchaser’s Agreement to Indemnify. Purchaser indemnifies hereby agrees to indemnify, defend and holds hold 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 ’s inspections or tests permitted under this Agreement or any violation of the provisions of Sections 4.34.2, 4.8 4.7, and 4.104.9; provided, however, the indemnity shall not extend to protect Seller from any (i) pre-existing liabilities for matters merely discovered by Purchaser (e.g.i.e., latent environmental contamination) so long as Purchaser's ’s actions do not materially aggravate any pre-existing liability of Seller or (ii) it being agreed by Purchaser and Seller that the mere discovery by Purchaser of such matters shall not constitute an aggravation of any liabilities arising as a result pre-existing liability of Seller's willful misconduct or gross negligence. Purchaser also indemnifies hereby agrees to indemnify, defend and holds 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 ’s breach of its obligation under Section 4.8 Sections 4.7 and 4.9 above to maintain the confidential nature of any Property Documents Documents, Updated Property Information or other information relative to such tenant. Purchaser's ’s obligations under this Section 4.11 4.10 shall survive the termination of this Agreement and shall survive the Closing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.), Purchase and Sale Agreement (Istar Financial Inc)

Purchaser’s Agreement to Indemnify. Purchaser indemnifies hereby agrees to indemnify, defend and holds hold 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 ’s inspections or tests permitted under this Agreement or any violation of the provisions of Sections 4.3, 4.8 4.7 and 4.104.9; provided, however, the indemnity shall not extend to protect Seller from its own negligence or misconduct or from any (i) pre-existing liabilities for matters merely discovered by Purchaser (e.g.i.e., latent environmental contamination) so long as Purchaser's ’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 hereby agrees to indemnify, defend and holds 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 ’s breach of its obligation under Section 4.8 4.7 above to maintain the confidential nature of any Property Documents or other information relative to such tenant. Purchaser's ’s obligations under this Section 4.11 4.10 shall survive the termination of this Agreement and shall survive the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Asbury Automotive Group Inc)

Purchaser’s Agreement to Indemnify. Purchaser indemnifies hereby agrees to indemnify, defend and holds hold 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 ’s inspections or tests permitted under this Agreement or any violation of the provisions of Sections 4.3, 4.8 4.7 and 4.104.9; provided, however, the indemnity shall not extend to protect Seller from any (i) pre-existing liabilities for matters merely discovered by Purchaser (e.g.i.e., latent environmental contamination) so long as Purchaser's ’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 hereby agrees to indemnify, defend and holds 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 ’s breach of its obligation under Section 4.8 4.7 above to maintain the confidential nature of any Property Documents or other information relative to such tenant. Purchaser's ’s obligations under this Section 4.11 4.10 shall survive the termination of this Agreement and shall survive the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)

Purchaser’s Agreement to Indemnify. Purchaser indemnifies hereby agrees to indemnify, defend and holds hold Seller and Asset Manager the Subsidiary 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 ’s inspections or tests permitted under this Agreement or any violation of the provisions of Sections 4.34.2, 4.8 4.7, and 4.104.9; provided, however, the indemnity shall not extend to protect Seller and the Subsidiary from any (i) pre-existing liabilities for matters merely discovered by Purchaser (e.g.i.e., latent environmental contamination) so long as Purchaser's ’s actions do not materially aggravate any pre-existing liability of Seller or (ii) and the Subsidiary it being agreed by Purchaser and Seller that the mere discovery by Purchaser of such matters shall not constitute an aggravation of any liabilities arising as a result pre-existing liability of Seller's willful misconduct or gross negligenceSeller and the Subsidiary. Purchaser also indemnifies hereby agrees to indemnify, defend and holds 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 ’s breach of its obligation under Section 4.8 Sections 4.7 and 4.9 above to maintain the confidential nature of any Property Documents Documents, Updated Property Information or other information relative to such tenant. Purchaser's ’s obligations under this Section 4.11 4.10 shall survive the termination of this Agreement and shall survive the Closing.

Appears in 1 contract

Samples: Partnership Interests Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.)

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 4.104.10 herein; provided, however, the indemnity shall not extend to protect Seller from any (i) pre-existing liabilities for matters merely discovered by Purchaser (e.g.i.e., 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 under the Leases 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Brooks Automation Inc)

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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.i.e., 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wells Real Estate Investment Trust Inc)

Purchaser’s Agreement to Indemnify. Purchaser indemnifies hereby agrees to indemnify, defend and holds hold Seller and Asset Manager Seller's property 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 Section 4.3, 4.8 Section 4.7 and 4.10Section 4.9; provided, however, the indemnity shall not extend to protect Seller from any (i) pre-existing liabilities for matters merely discovered by Purchaser (e.g.i.e., 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 negligenceand then only to the extent thereof). Purchaser also indemnifies hereby agrees to indemnify, defend and holds any tenant hold Seller harmless from and against any and all claims, causes of action, damages, liabilities and expenses which such asserted against Seller by any tenant may suffer or incur due to Purchaser's breach of its obligation under Section 4.8 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 4.11 4.10 shall survive the termination of this Agreement and shall survive the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cole Credit Property Trust V, Inc.)

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 ’s inspections or tests permitted under this Agreement or any violation of the provisions of Sections 4.3, 4.8 4.7 and 4.104.9; provided, however, the indemnity shall not extend to protect Seller from any (i) pre-existing liabilities for matters merely discovered by Purchaser (e.g.i.e., latent environmental contamination) so long as Purchaser's ’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 Xxxxxxxxx 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 ’s breach of its obligation under Section 4.8 4.7 above to maintain the confidential nature of any Property Documents or other information relative to such tenant. Purchaser's ’s obligations under this Section 4.11 4.10 shall survive the termination of this Agreement and shall survive the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement

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