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.

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.

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.

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 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.

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 Sections 4.7 and 4.9 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.

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.

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.

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 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 ’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 any tenant hold the 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.

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.

Purchaser’s Agreement to Indemnify. Purchaser indemnifies hereby agrees to indemnify, defend and holds Seller and Asset Manager hold harmless the Seller-Lender Indemnified Parties from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys' fees) Indemnified Claims arising out of Purchaser's ’s inspections or tests (whether performed by Purchaser or its contractors, consultants or representatives) permitted under this Agreement or any violation of the provisions of Sections 4.3, 4.8 4.3 and 4.104.8; 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 or exacerbate 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 harmless any tenant harmless from and against any and all claims, causes of action, damages, liabilities and expenses Indemnified Claims which such tenant may suffer or incur due to Purchaser's ’s breach of its obligation under Section Sections 4.3 and 4.8 above to maintain the confidential nature of any Property Documents Information or other information relative to such tenant. Purchaser's ’s obligations under this Section 4.11 4.9 shall survive the termination of this Agreement and shall survive the Closing.

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 4.30, 4.8 0 and 4.100; 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 0 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 0 shall survive the termination of this Agreement and shall survive the Closing.. PURCHASE AND SALE AGREEMENT – PAGE 9

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.

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.

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.

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.. 4.12

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.