Buyer’s Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, Seller’s partners, shareholders, or members, as applicable, LaSalle and the Property Manager(s) from and against all losses, costs, damages, claims, and liabilities (whether arising out of injury or death to persons or damage to the Property or otherwise) including, but not limited to, costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and attorneys’ fees, arising out of or in connection with Buyer’s Due Diligence or Buyer’s or any Licensee Parties’ entry upon the Real Property, except to the extent any of the same are caused by the negligence or willful misconduct of Seller, Seller’s officers, employees, partners, shareholders or members, as applicable, LaSalle and/or the Property Manager(s). The provisions of this Section 3.4 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement for a period of one year after such termination or Closing.
Buyer’s Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller and the Seller Indemnitees from and against all Losses (whether arising out of injury or death to persons or damage to the Property or otherwise) including costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and attorneys’ fees, arising out of or in connection with Buyer’s Due Diligence, Buyer’s breach of its obligations under Section 3.5 or Buyer’s or any Licensee Parties’ entry upon the Property, except solely to the extent any of the same are caused by the gross negligence or willful misconduct of Seller, Seller Indemnitees or Manager. The provisions of this Section 3.4 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement, and shall not be subject to the twelve (12) month limitation set forth herein.
Buyer’s Due Diligence Indemnity. Buyer shall indemnify, protect, defend and hold Seller and the Property free and harmless from and against any and all mechanic's liens arising from Buyer's due diligence activities on the Property. Buyer also shall indemnify, protect, defend and hold Seller and the Property free and harmless from and against any other Claims arising from the negligence or willful misconduct of Buyer, Buyer's agents, contractors or subcontractors, or the contractors and subcontractors of such agents, in connection with Buyer's entry or activities upon the Property. The indemnity provisions of this Section 4(i) shall survive the Closing or earlier termination of this Agreement
Buyer’s Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, Seller’s partners, shareholders, or members, as applicable, WP Realty and the Property Manager(s) from and against all losses, costs, damages, claims, and liabilities (whether arising out of injury or death to persons or damage to the Property or otherwise) including, but not limited to, costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and attorneys’ fees, arising out of or in connection with Buyer’s Due Diligence or Buyer’s or any Licensee Parties’ entry upon the Real Property, unless any of the same are caused solely by the gross negligence or willful misconduct of Seller and/or WP Realty. The provisions of this Section 3.4 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement and shall survive for a period of 12-months from the date of Closing.
Buyer’s Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, Seller’s managers, officers, partners, shareholders, employees, lenders, representatives and members, as applicable, and each of their Affiliates and the Manager and its Affiliates from and against all losses, costs, damages, claims, and liabilities (whether arising out of injury or death to persons or damage to a Property or otherwise) including, but not limited to, costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and attorneys’ fees, arising out of or in connection with Buyer’s Due Diligence, Buyer’s or any Permitted Outside Parties’ breach of their obligations under Section 3.5 or Buyer’s or any Licensee Parties’ entry upon the Real Property, except to the extent such losses, costs, damages, claims and liabilities arise from any loss in value of the Property arising from unfavorable test results, studies, evaluations, or recommendations (except to the extent that Buyer worsens such condition or matters as a result of such investigation, sampling or tests) or as a result of gross negligence or willful misconduct of the Seller. The provisions of this Section 3.4 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement and shall not be subject to any survival limitation set forth in Section 6.2.
Buyer’s Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Rockpoint, the Company and each Subsidiary, and their respective managers, officers, partners, shareholders and members, as applicable, and the Property Manager from and against all losses, costs, damages, claims, and liabilities (whether arising out of injury or death to persons or damage to any Property or otherwise) actually incurred by such Person, including, but not limited to, costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and reasonable attorneys’ fees, arising out of or in connection with Buyer’s Due Diligence (including, Due Diligence performed before and/or after the Effective Date), Buyer’s breach of its obligations under Section 3.5, or Buyer’s or any Licensee Parties’ entry upon the Real Property, except to the extent any of the same are caused by the gross negligence, willful misconduct or illegal acts of the Person seeking defense, indemnification and/or to be held harmless by Buyer pursuant to this Section 3.4, or any of their respective managers, officers, partners, shareholders and members, as applicable. The provisions of this Section 3.4 shall survive (i) the Closing or (ii) if the purchase and sale is not consummated, any termination of this Agreement, for the duration of two (2) years after the Closing or such termination of this Agreement, as applicable. In no event shall Buyer be liable, however, for any pre-existing condition merely discovered by Buyer.
Buyer’s Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, Seller's managers, officers, partners, shareholders and members, as applicable, and the Property Manager from and against all losses, costs, damages, claims, and liabilities (whether arising out of injury or death to persons or damage to a Property or otherwise) including, but not limited to, costs of remediation, restoration and other similar activities, mechanic's and materialmen's liens and attorneys' fees, arising out of or in connection with Buyer's Due Diligence, Buyer's breach of its obligations under Section 3.5 or Buyer's or any Licensee Parties' entry upon the Real Property, except to the extent caused by (i) the gross negligence or willful misconduct of Seller, Seller's managers, officers, partners, shareholders and members, as applicable, and/or the Property Manager or (ii) caused solely by the discovery by Buyer of a pre-existing condition. The foregoing indemnity shall not require Buyer to remediate or otherwise address any pre-existing condition, except to the extent any such pre-existing condition is exacerbated by Buyer’s Due Diligence. The provisions of this Section 3.4 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement and shall not be subject to the nine month limitation set forth in Section 6.2.
Buyer’s Due Diligence Indemnity. Buyer shall have thirty (30) Business Days from and after the Opening of Escrow (“Due Diligence Period”) to evaluate and analyze the feasibility of the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning and operating the Property. If, during the Due Diligence Period, Buyer determines in Buyer’s sole and absolute discretion that the Property is not acceptable for any reason whatsoever, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Except to the extent arising out of the negligence or willful misconduct of Seller or Seller’s contractors, employees, representatives or agents, Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims but expressly excluding punitive, special, consequential or incidental damages) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Property. In the event this Agreement is terminated for any reason, Buyer shall promptly restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation, to the extent permitted by applicable law. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of four (4) months (as it pertains to any property damage to Seller’s property caused by Buyer or any other claim by Seller) or one (1) year (as it pertains to any property damage to any tenant’s property or any personal injury or other claim by a third party) and control over any provisions to the contrary herein; provided however that if Seller shall have provided written notice to Buyer with reasonable detail of a specified repair...
Buyer’s Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless each Seller Related Party from and against all losses, costs, damages, claims, and liabilities (whether arising out of injury or death to persons or damage to the Property or otherwise) including, but not limited to, costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and attorneys’ fees, arising out of or in connection with Xxxxx’s breach of its obligations under Section 3.3 or Buyer’s or any Licensee Parties’ entry upon the Property prior to the Closing; provided, however, that Buyer shall not have (a) any obligations under this Section 3.4 with respect to the mere discovery of adverse conditions relating to the Property or preexisting conditions of the Property discovered by Buyer or any Licensee Party in the course of any investigations permitted by this, or (b) any liability to a Seller Related Party under this Section 3.4 for damage or injury that is caused by the gross negligence or willful misconduct of such Seller Related Party.
Buyer’s Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, Seller's managers, officers, partners, shareholders and members, as applicable, and the Property Manager from and against all losses, costs, damages, claims, and liabilities arising out of injury or death to persons or damage to the Property or otherwise (collectively, "Losses"), including, but not limited to, costs of restoration of damage caused by Buyer to the Property, mechanic's and materialmen's liens and attorneys' fees, arising out of or in connection with Buyer's Due Diligence, Buyer's breach of its obligations under Section 3.5 or Buyer's or any Licensee Parties' entry upon the Real Property, except to the extent any of the same are caused by the negligence or willful misconduct of Seller, Seller's managers, officers, partners, shareholders and members, as applicable, and/or the Property Manager; provided, however, that Buyer shall have no obligation to indemnify, defend or hold harmless Seller based upon the discovery of information, including diminution in value of the Property as a result of any discovery by Buyer of Hazardous Materials thereon, nor shall Buyer be obligated to remedy any condition on the Property which existed prior to such entry and Buyer's discovery thereof (although all information discovered by Buyer shall be subject to the provisions of Section 3.5 hereof). The provisions of this Section 3.4 shall survive the Closing or, if the purchase and sale is not consummated, shall survive termination of this Agreement, and shall not be subject to the twelve (12) month limitation set forth in Section 6.2.
