Common use of Purchaser’s Post Termination Obligations Clause in Contracts

Purchaser’s Post Termination Obligations. If this Agreement is terminated for any reason (either by Purchaser or by Seller), then Purchaser shall: (a) restore the Property to the condition which existed prior to any inspections, tests or other activities of Purchaser and/or any of the Purchaser Parties, but only to the extent of damage caused by Purchaser and/or any of the Purchaser Parties; (b) return all of the Property Information to Seller; (c) pay to Seller the full amount of the Independent Contract Consideration (to the extent and only to the extent that the same has not been previously delivered by Purchaser to Seller); (d) remove all liens against the Property which have arisen due to any activities of Purchaser or any of the Purchaser Parties; and (e) indemnify and hold Seller harmless from and against any and all liabilities, obligations, claims and costs of any kind or nature (including court costs and reasonable attorneys' fees) to the extent arising out of or in connection with any activities of the Purchaser and/or the Purchaser Parties upon or within the Property INCLUDING WITHOUT LIMITATION ALL LIABILITIES, OBLIGATIONS, CLAIMS AND COSTS ARISING OUT OF ANY NEGLIGENCE ON THE PART OF SELLER, IT BEING EXPRESSLY AGREED AND UNDERSTOOD THAT PURCHASER IS AGREEING TO INDEMNIFY SELLER FROM CLAIMS ARISING OUT OF SELLER’S OWN SIMPLE (BUT NOT GROSS) NEGLIGENCE. All of the obligations of Purchaser under the immediately preceding sentence are referred to in this Agreement collectively as the “Post Termination Obligations”; the obligations of Purchaser under clauses (a), (b), and (c) of the immediately preceding sentence are referred to in this Agreement as the “Immediately Performable Post Termination Obligations”; and the obligations of Purchaser under clauses (d) and (e) of the immediately preceding sentence are referred to in this Agreement as the “Other Post Termination Obligations”. Notwithstanding any provision in this Agreement to the contrary, the Post Termination Obligations shall survive any termination of this Agreement, and the Post Termination Obligations shall not (regardless of any liquidated damages provisions in this Agreement) be deemed to be satisfied in whole or in part by the delivery to Seller of all or any portion of the Xxxxxxx Money.

Purchaser’s Post Termination Obligations. If All costs and expenses related to Purchaser’s inspection of the Property and the preparation and processing of the Site Development Permit shall be paid for by Purchaser, and Purchaser agrees to indemnify and hold Seller harmless from and against all such costs and expenses. All costs and expenses related to Seller’s preparation and processing of the Plat shall be paid by Seller, and Seller agrees to indemnity and hold Purchaser harmless from and against all said costs and expenses. Purchaser shall not permit any liens, encumbrances, obligations or conditions of any kind or nature to attach to the Property by reason of the exercise of Purchaser’s rights hereunder. Purchaser agrees that if Seller or Purchaser terminates this Agreement is terminated for under any reason (either by right granted hereunder, Purchaser or by Seller), then Purchaser shallwill: (ai) restore the Property to substantially the same condition which existed prior to any inspections, tests or other activities of Purchaser and/or any of the Purchaser Parties, but only to the extent of damage caused by Purchaser and/or any of the Purchaser Partiesthereon; (b) return all of the Property Information to Seller; (c) pay to Seller the full amount of the Independent Contract Consideration (to the extent and only to the extent that the same has not been previously delivered by Purchaser to Seller); (d) remove all liens against the Property which have arisen due to any activities of Purchaser or any of the Purchaser Parties; and (eii) indemnify and hold Seller harmless from and against any and all liabilitiesliens by contractors, obligationssubcontractors, materialmen or laborers performing work or tests for Purchaser and from and against any and all claims for damages by third parties arising out of the conduct of such work and costs tests and/or any other activities of Purchaser or Purchaser’s employees or agents; (iii) pay and/or reimburse Seller for the payment of any expenses (including attorney fees and court costs) incurred in connection with any of the foregoing; (iv) except to the extent not already delivered to Seller pursuant to Section 4.03A above, deliver to Seller copies of all studies, reports, surveys, tests and other materials of any kind or nature (including court costs and reasonable attorneys' fees) to the extent arising out of or obtained by Purchaser in connection with any activities Purchaser’s feasibility study of the Purchaser and/or Property excepting communications under the Purchaser Parties upon or within the Property INCLUDING WITHOUT LIMITATION ALL LIABILITIES, OBLIGATIONS, CLAIMS AND COSTS ARISING OUT OF ANY NEGLIGENCE ON THE PART OF SELLER, IT BEING EXPRESSLY AGREED AND UNDERSTOOD THAT PURCHASER IS AGREEING TO INDEMNIFY SELLER FROM CLAIMS ARISING OUT OF SELLER’S OWN SIMPLE attorney/client privilege; (BUT NOT GROSSv) NEGLIGENCE. All return all of the Review Materials to Seller with Purchaser having the right to retain a copy set of the materials for its records; (vi) deliver to Seller copies of all documents, plans, applications and reports prepared in connection with the SDP Application and will assign to Seller all of Purchaser’s right, title and interest therein; and (vii) will pay any amounts then owing on or under the Due Diligence Activities Indemnification. The foregoing obligations of Purchaser under the immediately preceding sentence are referred to in this Agreement herein collectively as the “Post Termination Obligations”; the obligations of Purchaser under clauses (a), (b), and (c) of the immediately preceding sentence are referred to in this Agreement as the “Immediately Performable Post Termination Obligations”; and the obligations of Purchaser under clauses (d) and (e) of the immediately preceding sentence are referred to in this Agreement as the “Other Post Termination Obligations”. .” Notwithstanding any provision in this Agreement herein to the contrary, it is agreed and understood that a termination of this Agreement under any right granted hereunder shall terminate all obligations of Seller to sell the Property and all obligations of Purchaser to purchase the Property, but such termination shall not terminate the provisions in this Agreement relating to the Post Termination Obligations and the disposition of the Exxxxxx Money. The Post Termination Obligations shall survive any termination of this Agreement, Agreement and shall be fully binding upon Purchaser and enforceable by Seller until and unless Seller gives to Purchaser a written release which specifically references the Post Termination Obligations shall not (regardless of any liquidated damages provisions and which expressly waives or releases all claims in this Agreement) be deemed to be satisfied in whole or in part by the delivery to Seller of all or any portion of the Xxxxxxx Moneyconnection therewith.

Purchaser’s Post Termination Obligations. If this Agreement is terminated for any reason (either by Purchaser or by Seller), then Purchaser shall: (a) restore the Property to the condition which existed prior to any inspections, tests or other activities of Purchaser and/or any of the Purchaser Parties, but only to the maximum extent that such restoration is reasonably practical and to the extent of that such restoration is not reasonably practical, Purchaser will compensate Seller for any damage caused by Purchaser and/or any of to the Purchaser PartiesProperty); (b) return to Seller all studies, reports, surveys and other documents or information of any kind or nature which have been provided by Seller to Purchaser; (c) deliver the Property Information Purchaser Due Diligence Materials to Seller; (cd) pay execute and deliver to Seller an instrument assigning to Seller (without warranty or recourse) all of Purchaser's rights, title and interest to the full amount Purchaser Due Diligence Materials, authorizing Seller to contact any third parties who generated the Purchaser Due Diligence Materials, and containing an express agreement pursuant to which Purchaser agrees not to release or discuss any of the Independent Contract Consideration (Purchaser Due Diligence Materials to or with any person without the extent and only to the extent that the same has not been previously delivered by Purchaser to prior express written consent of Seller); (de) remove all liens against the Property which have arisen due to any activities of Purchaser or any of the Purchaser Parties; and (ef) indemnify and hold Seller harmless from and against any and all liabilities, obligations, claims and costs of any kind or nature (including court costs and reasonable attorneys' fees) to the extent arising out of or in connection with any activities of the Purchaser and/or the Purchaser Parties upon or within the Property INCLUDING WITHOUT LIMITATION ALL LIABILITIES, OBLIGATIONS, CLAIMS AND COSTS ARISING OUT OF ANY NEGLIGENCE ON THE PART OF SELLER, IT BEING EXPRESSLY AGREED AND UNDERSTOOD THAT PURCHASER IS AGREEING TO INDEMNIFY SELLER FROM CLAIMS ARISING OUT OF SELLER’S 'S OWN SIMPLE NEGLIGENCE; and (BUT NOT GROSSg) NEGLIGENCE. All reimburse Seller for all expenses, costs and liabilities of any kind or nature (including without limitation attorneys' fees and court costs) incurred by Seller in connection with the enforcement of any of the obligations of Purchaser under this Section 7.04 and/or in connection with the immediately preceding sentence performance by Seller of any of the obligations of Purchaser under this Section 7.04. The obligations of Purchaser under this Section 7.04 are referred to in this Agreement collectively as the “"Post Termination Obligations”; the obligations of Purchaser under clauses (a), (b), and (c) of the immediately preceding sentence are referred to in this Agreement as the “Immediately Performable Post Termination Obligations”; and the obligations of Purchaser under clauses (d) and (e) of the immediately preceding sentence are referred to in this Agreement as the “Other Post Termination Obligations”". Notwithstanding any provision in this Agreement to the contrary, the Post Termination Obligations shall survive any termination of this Agreement, and the Post Termination Obligations shall not (regardless of any liquidated damages provisions in this Agreement) be deemed to be satisfied in whole or in part by the delivery to Seller of all or any portion of the Xxxxxxx Earnest Money.

Purchaser’s Post Termination Obligations. If Except as provided hereinbelow with respect to a termination due to Seller default or failure of any Closing Condition, if this Agreement is terminated for any reason (either by Purchaser or by Seller), then Purchaser shall: (ai) repair and restore any damage to the Property as a result of its inspections, tests or other activities on the Property to the condition which existed prior to any such inspections, tests or other activities of Purchaser and/or any of the Purchaser Parties; (ii) return to Seller all studies, but only reports, surveys and other documents or information of any kind or nature which have been provided by Seller to the extent of damage caused by Purchaser and/or any of Purchaser; (iii) deliver the Purchaser Parties; (b) return all of the Property Information Due Diligence Materials to Seller; (civ) pay execute and deliver to Seller the full amount an instrument assigning to Seller (without warranty or recourse) all of the Independent Contract Consideration (Purchaser’s rights, title and interest to the extent and only to the extent that the same has not been previously delivered by Purchaser to Seller)Due Diligence Materials; (dv) remove all liens against the Property which have arisen due to any activities of Purchaser or any of the Purchaser Parties; (vi) compensate Seller for any damages arising out of any breach or default by Purchaser under any representations or warranties of Purchaser under Section 22 of this Agreement and/or any damages arising out of any breach or default by Purchaser in any of Purchaser’s covenants and agreements under Section 23 of this Agreement; and (evii) indemnify reimburse Seller for all expenses, costs and hold Seller harmless from and against any and all liabilities, obligations, claims and costs liabilities of any kind or nature (including without limitation attorneys’ fees and court costs and reasonable attorneys' feescosts) to the extent arising out of or incurred by Seller in connection with the enforcement of any activities of the Purchaser and/or the Purchaser Parties upon or within the Property INCLUDING WITHOUT LIMITATION ALL LIABILITIES, OBLIGATIONS, CLAIMS AND COSTS ARISING OUT OF ANY NEGLIGENCE ON THE PART OF SELLER, IT BEING EXPRESSLY AGREED AND UNDERSTOOD THAT PURCHASER IS AGREEING TO INDEMNIFY SELLER FROM CLAIMS ARISING OUT OF SELLER’S OWN SIMPLE (BUT NOT GROSS) NEGLIGENCE. All of the obligations of Purchaser under this Section 8(e) and/or in connection with the immediately preceding sentence performance by Seller of any of the obligations of Purchaser under this Section 8(e). The obligations of Purchaser under this Section 8(e) are referred to in this Agreement collectively as the “Post Termination Obligations”; the obligations of Purchaser under clauses (a), (b), and (c) of the immediately preceding sentence are referred to in this Agreement as the “Immediately Performable Post Termination Obligations”; and the obligations of Purchaser under clauses (d) and (e) of the immediately preceding sentence are referred to in this Agreement as the “Other Purchaser’s Post Termination Obligations”. Notwithstanding any provision in this Agreement to the contrary, the Purchaser’s Post Termination Obligations shall survive any termination of this Agreement, and the Purchaser’s Post Termination Obligations shall not (regardless of any liquidated damages provisions in this Agreement) be deemed to be satisfied in whole or in part by the delivery to Seller of all or any portion of the Xxxxxxx Money. Further, and also notwithstanding any provision in this Agreement to the contrary, Purchaser will have no obligation to satisfy the requirements set out above in clauses (i), (ii), (iii) or (iv) in the event of a termination of this Agreement due to a default by Seller which is not cured within its applicable cure period unless the default is in connection with Seller’s obligations related to the UST Removal Work, in which event Purchaser will be required to repair any damage to the Property caused by, through or under Purchaser, other than the patching and filling of a reasonable number of holes drilled for phase 2 environmental testing within the Property. In addition, Purchaser will have no obligation to satisfy the requirements set out above in clauses (iii) and (iv) in the event of a termination due to a failure of a Closing Condition to occur.