Purchaser's Indemnification of Seller. Purchaser hereby agrees to indemnify, defend, and hold Seller harmless from and against all costs, expenses, liabilities, demands, claims, and damages (and any loss of expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and disbursements, asserted against, resulting to, imposed upon, or incurred by Seller as a result thereof) by reason of or resulting from all third-party claims relating to the Property that arise, take place, occur or accrue after the Closing Date, including, without limitation, under the Leases. The indemnity set forth in this Section 18.2 shall be limited to an aggregate amount not to exceed Two Million Five Hundred Thousand and no/100's Dollars ($2,500,000.00) and shall be deemed waived unless Seller has given Purchaser written notice of such claim prior to the date which is one (1) year after the Closing Date. The provisions of this Section 18.2 shall survive Closing or any termination of this Agreement.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Taubman Realty Group LTD Partnership), Purchase and Sale Agreement (Taubman Centers Inc), Purchase and Sale Agreement (Taubman Centers Inc)
