Common use of Seller's Indemnification of Purchaser Clause in Contracts

Seller's Indemnification of Purchaser. Seller hereby agrees to indemnify, defend, and hold Purchaser 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 Purchaser as a result thereof) by reason of or resulting from (a) all third-party claims relating to the Property that arise, take place, occur or accrue prior to the Closing Date, including, without limitation, under the Leases; and (b) any of the lawsuits, claims or other matters set forth on Schedule 5 hereto. The indemnification set forth in Section 6.15 and in this Section 18.1 shall be limited (except as specifically set forth in Section 6.15) to an aggregate amount not to exceed Two Million Five Hundred Thousand and no/100's Dollars ($2,500,000.00) with respect to Purchaser's right to or collection of any funds from Seller under this Agreement or in any other documents made in connection with the transfer of the Property and shall be deemed waived unless Purchaser has given Seller written notice of such claim prior to the date which is one (1) year after the Closing Date. For the period of this indemnity Seller agrees to place in escrow the Two Million Five Hundred Thousand Dollars and no/100s ($2,500,000.00). The agreement governing the rights of the parties under such escrow shall be in a form reasonably acceptable to Purchaser and Seller. The provisions of this Section 18.1 shall survive Closing or any termination of this Agreement.