Real Estate Contract Indemnification Clause Samples
A Real Estate Contract Indemnification clause requires one party to compensate the other for losses, damages, or liabilities arising from specific actions or breaches related to the contract. Typically, this means that if one party's actions cause harm or legal claims against the other—such as property damage, environmental issues, or third-party lawsuits—the responsible party must cover the associated costs. This clause serves to allocate risk between the parties, ensuring that the party at fault bears the financial burden of their actions and protecting the other party from unforeseen liabilities.
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Real Estate Contract Indemnification. The parties acknowledge that there may be indemnification rights and claims against the Unrelated Sellers pursuant to the terms of the Real Estate Contracts. In the event that any such indemnification right or claim under a Real Estate Contract (an "Unrelated Seller Claim") shall arise or accrue in favor of any Adeptus Party at any time hereafter with respect to or affecting any of the Assets or otherwise resulting in any demands, claims, actions, losses, damages, liabilities, penalties, Taxes, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees, settlement costs, arbitration costs and any reasonable other expenses for investigating or defending any action or threatened action) (collectively, "Unrelated Seller Damages"), Adeptus shall, after notification to MPT, (a) promptly notify the applicable Unrelated Seller of the Unrelated Seller Claim (including all material facts related thereto) and make a claim for indemnity against such Unrelated Seller with respect thereto pursuant to the terms of the applicable Real Estate Contract; (b) promptly notify MPT of any and all material communications, notices or other information, whether written or oral, any of the Adeptus Parties receives with respect to such Unrelated Seller Claim; (c) coordinate with MPT in the exercise of all of the Adeptus Parties' rights with respect to such Unrelated Seller Claim (including, without limitation, the selection, engagement and/or approval of counsel) it being understood and agreed that no Adeptus Party shall take any action with respect to any such Unrelated Seller Claim (except for those actions set forth in clauses (a) and (b) above) without the MPT's prior written consent; (d) account for any amounts received by any Adeptus Party in respect of any such Unrelated Seller Claim; and (e) not take or agree to take any action which would conflict with its obligations to the MPT Parties with respect to such Unrelated Seller Claim pursuant to this Section 10.3 or which would otherwise adversely affect any rights of the MPT Parties with respect to such Unrelated Seller Claim. MPT shall reasonably cooperate with the Adeptus Parties in connection with any Unrelated Seller Claims, which cooperation shall be at Adeptus' sole cost and expense. The provisions of this Section 10.3 shall be in addition to any rights or remedies of the MPT Parties provided in Article XIII hereof, and shall survive any termination of this Agreement for a period concu...