PURCHASER'S INDEMNITY definition

PURCHASER'S INDEMNITY if any hazardous material was placed, held, located, released, discharged or disposed of on, under or at such Impaired Parcel during the period prior to the Closing Date, then, for a period of five (5) years after the Closing Date, the Vendor shall indemnify the Purchaser against any third party claims made during such period relating to the existence of such hazardous material on such Impaired Parcel, as follows: Years 1 - 3 - 100%; and Years 4 - 5 - 75% of all Losses suffered or incurred by the Vendor.

Examples of PURCHASER'S INDEMNITY in a sentence

• SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT, OTHER THAN WITH RESPECT TO PURCHASER'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

• SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS' EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT, OTHER THAN WITH RESPECT TO PURCHASER'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

• NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 18(b), SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER'S INDEMNITY OBLIGATIONS UNDER SECTIONS 5 AND 19.

• SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 12.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT, OTHER THAN WITH RESPECT TO PURCHASER'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

• NOTWITHSTANDING THE FOREGOING, HOWEVER, THIS LIQUIDATED DAMAGES PROVISION SHALL NOT LIMIT SELLER'S RIGHT TO (A) RECEIVE REIMBURSEMENT FOR OR RECOVER DAMAGES IN CONNECTION WITH PURCHASER'S INDEMNITY OF SELLER AND/OR BREACH OF PURCHASER'S OBLIGATIONS PURSUANT TO SECTION 3.2 ABOVE, AND/OR (B) RECOVER ATTORNEYS' FEES AND COURT COSTS PURSUANT TO SECTION 18.2 BELOW.

• IN SUCH EVENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON) AS LIQUIDATED DAMAGES AND, EXCEPT FOR PURCHASER'S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS REFERRED TO HEREIN WHICH MAY BE ENFORCED BY SELLER, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER AT LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION, SELLER SHALL HAVE NO RIGHT TO SEEK THE REMEDY OF SPECIFIC PERFORMANCE AGAINST PURCHASER.

• IF PURCHASER SHALL DEFAULT UNDER THIS AGREEMENT AND THE DEFAULT CONTINUES BEYOND THE EXPIRATION OF THE CURE PERIOD, IF ANY, PROVIDED IN SECTION 11.6 HEREOF THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES, AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT, AND BOTH PARTIES SHALL BE RELIEVED OF AND RELEASED FROM ANY FURTHER LIABILITY HEREUNDER EXCEPT FOR PURCHASER'S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 3.1.2 HEREOF.

• INDEMNITIES.........................................................39 15.1. VENDOR'S INDEMNITY 39 15.2. PURCHASER'S INDEMNITY 39 15.3. CLAIMS 40 15.4. VENDOR'S CERTIFICATE 40 16.

• NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 18(b), SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY PURCHASER'S INDEMNITY OBLIGATIONS UNDER SECTION 5 AND SECTION 19 OR PURCHASER'S RESTORATION OBLIGATIONS SET FORTH UNDER SECTION 5.

• THE DEPOSIT IS LIQUIDATED DAMAGES AND RECOURSE TO THE DEPOSIT IS, EXCEPT FOR PURCHASER'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, SELLERS' SOLE AND EXCLUSIVE REMEDY FOR PURCHASER'S FAILURE TO PERFORM ITS OBLIGATION TO PURCHASE THE PROPERTIES OR BREACH OF A REPRESENTATION OR WARRANTY.