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. (a) Subject to the terms and conditions set forth in this Agreement, from and after the Closing, Purchaser hereby agrees to indemnify, defend shall indemnify and hold harmless Seller and Seller’s directors, AFEofficers, PXRemployees, PXURA Affiliates, controlling persons, agents and PXLA harmless representatives and their successors and assigns (collectively, the “Seller Indemnitees”) from and against any and all liensliability, demands, claims, actions or causes of action, assessments, losses, damages, liabilities costs and expenses (including reasonable attorneys’ feesfees and expenses) (collectively, “Seller Damages”) asserted against or incurred by any Seller Indemnitee as a result of or arising out of Purchaser’s inspections (i) a breach of any representation or tests permitted under warranty contained in ARTICLE III of this Agreement or any violation (each of the provisions which, for purposes of Sections 4.2this SECTION 7.03(a), 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 have been made as of the date hereof and as of the Closing Date, except for those which expressly relate to an earlier date, each of which shall be deemed to have been made as of such earlier date) or (ii) any pre-existing liability breach of Sellerany of the covenants or agreements of Purchaser contained in this Agreement, AFE including any agreement of Purchaser to indemnify Seller with respect to specific matters contained elsewhere in this Agreement (other than a covenant or agreement relating to Taxes and set forth in SECTION 4.08 the Subsidiaries under this Section 4.10. Purchaser also hereby agrees to indemnify, defend indemnification for which shall be solely 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 exclusively governed by SECTION 4.08)). (b) Purchaser’s breach of its obligation to indemnify the Seller Indemnitees 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 SECTION 7.03(a) of this Agreement and is subject to the following limitations: (i) Purchaser shall survive have no obligation under SECTION 7.03(a) to indemnify any Seller Indemnitee for any Seller Damages resulting from or arising out of any Terminating Purchaser Breach occurring after the date hereof but prior to the Closing of which any party hereto has provided written notice to the other parties in accordance with SECTION 4.14 prior to the Closing. (ii) The amount of any Seller Damages shall be reduced by any amount actually received by a Seller Indemnitee with respect to such Seller Damages under any insurance coverage or from any other party alleged to be responsible for such Seller Damages. If a Seller Indemnitee receives any amount under insurance coverage or from any such other party with respect to Seller Damages at any time subsequent to any indemnification provided by Purchaser under this SECTION 7.03, then such Seller Indemnitee shall promptly (but in no event more than ten (10) Business Days after receipt of such amount) reimburse Purchaser for amounts paid by Purchaser to the Seller Indemnitee in connection with providing such indemnification up to such amount received by the Seller Indemnitee; and (iii) Purchaser shall be obligated to indemnify the Seller Indemnitees under SECTION 7.03(a) only for those claims giving rise to Seller Damages with respect to which the Seller Indemnitees have given Purchaser written notice prior to the end of the Survival Period (to the extent the Survival Period is applicable to such claim). Any written notice delivered by a Seller Indemnitee to Purchaser with respect to Seller Damages shall set forth with as much specificity as is reasonably practicable the basis of the claim for Seller Damages and, to the extent reasonably practicable, a reasonable estimate of the amount of such claim. Subject to the procedures with respect to Claims under SECTION 7.04 hereof, if such written notice (or an amended notice) states the amount of Seller Damages claimed and Purchaser notifies the Seller Indemnitee that Purchaser does not dispute the claim described in such notice or fails to notify the Seller Indemnitee within twenty (20) Business Days after delivery of such notice by the Seller Indemnitee whether Purchaser disputes the claim described in such notice, Seller Damages in the amount specified in such notice will be deemed admitted by Purchaser, and Purchaser will pay the amount of such Seller Damages to the Seller Indemnitee. If a written notice does not state the amount of Seller Damages claimed, such omission will not preclude the Seller Indemnitee from recovering from Purchaser the amount of Seller Damages with respect to the claim described in such notice upon final determination thereof. (c) Purchaser will pay the amount of any Seller Damages to the applicable Seller Indemnitee within five (5) Business Days following the determination of Purchaser’s liability for and the amount of Seller Damages (whether such determination is made pursuant to the procedures set forth in this ARTICLE VII, by agreement between Purchaser and the Seller Indemnitee or by final adjudication in accordance with the terms of this Agreement).

Purchaser’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing Date, Purchaser hereby agrees to shall indemnify, defend and hold Sellerharmless Seller and its directors, AFEofficers, PXRemployees, PXURA Affiliates, controlling persons, agents and PXLA harmless representatives and their successors and assigns (collectively, the “Seller Indemnitees”) from and against any and all liensliability, demands, claims, actions or causes of action, assessments, damages, liabilities costs and expenses (including reasonable and actual attorneys’ feesfees and expenses), asserted against or incurred by Seller or any Seller Indemnitee (collectively, the “Seller Damages”) as a result of or arising out of (i) a breach of any representation or warranty of any Purchasing Party contained in Article IX of this Agreement to the extent that Seller delivers written notice of such breach to such Purchasing Party within forty-five (45) days after the expiration of the applicable Survival Period, (ii) a breach of any other agreement or covenant of a Purchasing Party contained herein that contemplates performance or compliance on or prior to the Closing Date, (iii) a breach of any other agreement or covenant of a Purchasing Party, contained herein to the extent such agreement or covenant survives Closing, or (iv) the use and operation after the Closing of any of the Purchased Assets assigned, transferred or conveyed to Timberlands II, LLC. (b) Purchaser’s inspections or tests permitted under this Agreement or obligations to indemnify Seller and Seller Indemnitees for Seller Damages pursuant to Section 14.2(a) are subject to the following limitations: (i) any violation particular claim must exceed the threshold for individual claims set forth in Exhibit K attached hereto (with indemnification only to the extent of such excess) and (ii) claims for indemnification must exceed, on a cumulative basis, the provisions floor for indemnification claims set forth in Exhibit K attached hereto and made a part hereof (with indemnification only to the extent of Sections 4.2such excess) (collectively, 4.7(i) and (ii), and 4.9the “Deductible”); 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 notwithstanding the foregoing, Seller from and after the Closing Date, 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 each of Seller and Seller Indemnitees from and against all Seller Damages which may be assessed against or incurred by Seller or any and all claims, causes Seller Indemnitee as a result 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 arising out of any Property Documentsbreach by any Purchasing Party of Sections 9.7, Updated Property Information 9.8, 11.7(a), (b), (c), (d), (f)(i), (g), or (h), or 11.8(a), without regard to the Deductible, and without regard to the Damages Cap. (c) The amount of any Seller Damages shall be reduced by any amount actually received by Seller or a Seller Indemnitee with respect thereto under any third party insurance coverage or from any other information relative party alleged to such tenantbe responsible therefor. Purchaser’s obligations If Seller or a Seller Indemnitee makes a valid and timely claim for indemnification under this Section 4.10 14.2, Seller and Seller Indemnitees shall survive the termination use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If a Seller or Seller Indemnitee receives an amount under insurance coverage or from such other party with respect to Seller Damages at any time subsequent to any indemnification provided by Purchaser pursuant to this Section 14.2, then Seller or such Seller Indemnitee shall promptly reimburse Purchaser for any payment made or expense incurred by Purchaser in connection with providing such indemnification up to such amount received by Seller or Seller Indemnitee, but net of any expenses incurred by Seller or such Seller Indemnitee in collecting such amount. (d) Except as otherwise provided above in paragraph (b) of this Agreement Section 14.2, Purchaser shall not be liable for, nor shall Seller and shall survive Seller Indemnitees be entitled to receive Seller Damages in an amount in excess of an amount equal to the Closingcap set forth on Exhibit K attached hereto and made a part hereof (the “Damages Cap”).

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. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Purchaser hereby agrees to indemnify, defend shall indemnify and hold Sellerharmless Sellers and their respective directors, AFEofficers, PXRemployees, PXURA Affiliates, controlling persons, agents and PXLA harmless representatives and their successors and assigns (collectively, the “Sellers’ Indemnitees”) from and against any and all liensliability, demands, claims, actions or causes of action, assessments, losses, damages, liabilities costs and expenses (including reasonable attorneys’ feesfees and expenses) (collectively, “Sellers’ Damages”) asserted against or incurred by any Sellers’ Indemnitee as a result of or arising out of: (i) a breach of any representation or warranty contained in Article VIII of this Agreement when made or at and as of the Closing Date (or at and as of such different date or period specified for such representation or warranty) as though such representation and warranty were made at and as of the Closing Date (or such different date or period); and (ii) a breach of any covenant or agreement of Purchaser contained in this Agreement, in any Ancillary Agreement, or in any other agreement delivered by Purchaser in connection with the transactions contemplated hereby and a breach by the Company of the covenant contained in Section 9.4. (b) Purchaser’s inspections obligation to indemnify Sellers’ Indemnitees pursuant to Section 12.3(a) hereof or tests permitted under this Agreement or any violation otherwise, but not pursuant to Section 12.9, is subject to the following limitations: (i) No indemnification shall be made by Purchaser pursuant to Section 12.3(a)(i) unless the aggregate amount of Sellers’ Damages (for all claims) pursuant to Section 12.3(a)(i) exceeds $500,000 and, in such event, indemnification shall be made by Purchaser only to the provisions extent of Sections 4.2, 4.7, and 4.9such excess; (ii) In no event shall Purchaser’s aggregate obligation to indemnify Sellers’ Indemnitees pursuant to Section 12.3(a) exceed $10 million in the aggregate; 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 Sellerobligations to pay the Holdback Amount, AFE, PXR, PXURA Adjustment Amount and PXLA it being agreed by Purchaser and Seller that the mere discovery by Purchaser of accrued interest on 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 amounts shall not be deemed subject to aggravate this $10 million cap; (iii) The amount of any pre-existing liability of Seller, AFE Sellers’ Damages shall be reduced by any amount received by a Sellers’ Indemnitee with respect thereto under any insurance coverage or the Subsidiaries from any other party alleged to be responsible therefor. Sellers’ Indemnitees shall use reasonable efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If a Sellers’ Indemnitee receives any amount under insurance coverage or from such other party with respect to Sellers’ Damages at any time subsequent to any indemnification provided by Purchaser pursuant to this Section 4.10. 12.3, then such Seller Indemnitee shall promptly reimburse Purchaser also hereby agrees to indemnify, defend and hold for any tenant harmless from and against any and all claims, causes of action, damages, liabilities and expenses which payment made or expense incurred by Purchaser in connection with providing 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 indemnification up to such tenantamount received by Sellers’ Indemnitee; and (iv) Purchaser shall be obligated to indemnify Sellers’ Indemnitee pursuant to Section 12.3(a)(i) only for those claims giving rise to Sellers’ Damages as to which Sellers’ Indemnitees have given Purchaser written notice thereof prior to the end of the applicable Survival Period. Purchaser’s obligations under this Section 4.10 Any written notice delivered by a Sellers’ Indemnitee to Purchaser with respect to Sellers’ Damages shall survive set forth with as much specificity as is reasonably practicable the termination basis of this Agreement and shall survive the Closingclaim for Sellers’ Damages and, to the extent reasonably practicable, a reasonable estimate of the amount thereof.

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.