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

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 indemnifyPURCHASER HEREBY AGREES TO INDEMNIFY, defend and hold SellerDEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL LIENS, AFECLAIMS, PXRCAUSES OF ACTION, PXURA and PXLA harmless from and against any and all liensDAMAGES, claimsLIABILITIES 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, 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, SECTION 4.7, and AND SECTION 4.9; provided, however, the indemnity shall not extend to protect Seller, AFE, PXR, PXURA and PXLA 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 preexisting liability of Seller. PURCHASER ALSO HEREBY AGREES TO INDEMNIFY, AFEDEFEND AND HOLD ANY TENANT HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, PXRCAUSES OF ACTION, 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 SellerDAMAGES, 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 LIABILITIES AND EXPENSES WHICH SUCH TENANT MAY SUFFER OR INCUR DUE TO PURCHASER’S BREACH OF ITS OBLIGATION UNDER SECTION 4.7 and 4.9 above to maintain the confidential nature of any Property Documents, Updated Property Information or other information relative to such tenantABOVE 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 hereby agrees Subject to indemnifythe limitations set forth in this Article X, defend from and after the Closing Date until the Final Date Purchasers will indemnify and hold Sellerharmless IAI, 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, 4.7Selling Corporations, and 4.9; providedthe Shareholders and their respective officers, howevershareholders, the indemnity shall not protect Sellerdirectors, AFEadministrators, PXRheirs, PXURA personal representatives, successors and PXLA from any liabilities for matters merely discovered by Purchaser assigns (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 hereinafter in this Section 4.10. Purchaser also hereby agrees 10.2 referred to indemnify, defend individually as a "Purchasers Indemnified Person" and hold any tenant harmless collectively as "Purchasers Indemnified Persons") from and against any and all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses which such tenant may suffer including, without limitation, reasonable legal fees (net of: (i) any recoveries under insurance policies; (ii) recoveries from third parties; and (iii) tax savings known to Purchasers Indemnified Persons at the time of making a claim hereunder) (hereafter in this Section 10.2 referred to as "Seller Damages") arising out of any misrepresentation or incur due to Purchaser’s breach of its obligation or default under Sections 4.7 any of the representations, warranties, covenants and 4.9 agreements given or made by Purchasers in this Agreement or any certificate or exhibit delivered by or on behalf of Purchasers pursuant hereto. The indemnification provided for in this Section 10.2 will not apply unless and until the aggregate Seller Damages for which one or more Purchasers Indemnified Person seeks indemnification exceeds $75,000 in the aggregate, in which event the indemnification provided for will include all Seller Damages (a franchise deductible). The aggregate liability of Purchasers for indemnification under this Agreement shall not exceed the Purchase Price. The Purchasers Indemnified Persons are only entitled to be reimbursed for the actual indemnified expenditures or damages incurred by them for the above described losses. Such Purchasers Indemnified Persons are not entitled to maintain the confidential nature of any Property Documentsconsequential, Updated Property Information special, or other information relative to such tenant. Purchaser’s obligations under this Section 4.10 shall survive the termination speculative or punitive categories of this Agreement and shall survive the Closingdamages.