Due Diligence Indemnity. PURCHASER SHALL KEEP THE PROPERTIES FREE FROM ALL LIENS AND DEFEND, INDEMNIFY, AND HOLD HARMLESS SELLER AND THE SELLER PARTIES FROM AND AGAINST ALL CLAIMS, ACTIONS, LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES, WHETHER ARISING OUT OF INJURY OR DEATH TO PERSONS OR DAMAGE TO ANY PROPERTY, INCLUDING ANY PROPERTY OF TENANTS UNDER LEASES OR OTHERWISE AND INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COSTS INCURRED, SUFFERED BY, OR CLAIMED AGAINST SELLER OR ANY SUBSIDIARY CAUSED BY (i) PURCHASER'S OR ANY OF ITS CONSULTANTS ENTRY UPON THE PROPERTIES AND ANY DUE DILIGENCE ACTIVITIES PURSUANT TO SECTION 3.2 INCLUDING BUT NOT LIMITED TO, THE COSTS OF REMEDIATION, RESTORATION AND OTHER SIMILAR ACTIVITIES, MECHANIC'S AND MATERIALMEN'S LIENS AND ATTORNEYS FEES, ARISING OUT OF OR IN CONNECTION WITH THE EXERCISING OF PURCHASER'S RIGHTS UNDER SECTION 3.2; PROVIDED, HOWEVER, THAT PURCHASER SHALL HAVE NO DUTY TO DEFEND OR INDEMNIFY SELLER OR ANY SELLER PARTY FOR ANY LOSSES EXCEPT TO THE EXTENT CAUSED OR CONTRIBUTED TO, BY PURCHASER OR ITS CONSULTANTS, AND (ii) ANY BREACH OF SECTION 3.2 BY PURCHASER OR ANY CONSULTANT OR ANY OF THEIR RESPECTIVE, AGENTS OR REPRESENTATIVES. THE PROVISIONS OF THIS SECTION 3.3 SHALL SURVIVE THE CLOSING OR, IF THE TRANSFER IS NOT CONSUMMATED, ANY TERMINATION OF THIS AGREEMENT, AND SHALL NOT BE SUBJECT TO ANY LIMITATION OF LIABILITY SET FORTH HEREIN.
Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, Seller’s partners, shareholders or 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 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, Buyer’s breach of its obligations under Section 3.5 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, Seller’s partners, shareholders or members, as applicable, and/or the Property 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 month limitation set forth in Section 6.2.
Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, Seller’s partners, shareholders or 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 the Property or Cowboys Golf Club 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 4.7 or Buyer’s or any Licensee Parties’ entry to the Golf Clubs or Cowboys Golf Club, unless any of the same are caused by the gross negligence or willful misconduct of Seller, Seller’s partners, shareholders or members or the Property Manager. The provisions of this Section 4.6 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement.
Due Diligence Indemnity. If Seller elects to remediate and xxxxx the Remediation Conditions pursuant to clause (d)(i) above or Seller has been unable to cure, remove or otherwise satisfy an Objection raised during Purchaser's review of title and survey for each Property (collectively, a "Due Diligence Objection") and such remediation, abatement, cure or satisfaction of the Due Diligence Objection shall extend beyond the Closing Date, Seller, at Seller's sole option, may indemnify, defend and protect Purchaser against any claims, costs, judgments, actions, liability, and expense, including, without limitation, reasonable attorney's fees and costs arising from or in connection with the Seller's actions to remediate, xxxxx, cure, remove, or satisfy the Due Diligence Objection (the "Due Diligence Indemnity"). If Seller provides Purchaser with a Due Diligence Indemnity for a Property, Seller shall be deemed to have satisfied such uncured Due Diligence Objections and the Property or Properties shall be ready for Closing pursuant to Section 6 above.
Due Diligence Indemnity. Buyer hereby INDEMNIFIES and SHALL DEFEND AND HOLD HARMLESS Seller and its respective employees, agents, representatives, contractors, successors, and assigns from and against any and all Claims arising from or relating to Buyer’s physical inspection of the Properties. THE FOREGOING INDEMNITY INCLUDES, AND THE PARTIES INTEND IT TO INCLUDE, AN INDEMNIFICATION OF THE INDEMNIFIED PARTIES FROM AND AGAINST CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR PART, FROM THE CONDITION OF THE PROPERTY OR THE SOLE, JOINT, COMPARATIVE, OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES.
Due Diligence Indemnity. Buyer shall defend, protect, indemnify, and hold harmless Seller, Seller’s Affiliates and their respective partners, shareholders, members, officers, directors, employees and agents, as applicable, and the Property Manager from and against all Losses (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, Buyer’s breach of its obligations under Section 3.7 or Buyer’s or any Licensee Parties’ entry upon the Property; provided, however, that Buyer shall have no obligations under this Section 3.6 to the extent the Losses are caused solely by the negligence or willful misconduct of Seller, Seller’s Affiliates, Seller’s partners, shareholders, members, officers, directors, employees and agents, as applicable, and/or the Property Manager or result from the mere discovery by Buyer of pre-existing conditions at the Property and the Buyer promptly notifies Seller in writing of such discovery. The provisions of this Section 3.6 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement.
Due Diligence Indemnity. Buyer shall have the Due Diligence Period in which to examine, inspect, and investigate the Property and, in Buyer's sole and absolute judgment and discretion, to determine whether the Property is satisfactory to Buyer. Upon reasonable advance notice to Seller, Buyer and its agents, employees and representatives, contractors, architects and other parties designated by Buyer ("Buyer's Representative") shall, during the term of this Agreement, have reasonable access to the Property and all books and records for the Property that are in Seller's or its property manager's possession or control for the purpose of conducting analyses, surveys, architectural, engineering, geotechnical and environmental inspections and tests (including reasonable intrusive inspection and sampling), and any other inspections, studies, or tests reasonably required by Buyer. In the course of its investigations, Buyer may make inquiries to third parties, including, without limitation, tenants, lenders, contractors, property managers, parties to Service Contracts and municipal, local and other government officials and representatives. The parties acknowledge that Buyer is in possession of the Property and Seller will not require that Seller accompany Buyer during Buyer's inspection and investigation of the Property. Buyer shall keep the Property free and clear of any liens arising out of such entry and inspection and will indemnify, defend, and hold Seller harmless from all such liens and any claims asserted by third parties against Seller (other than those arising out of Seller's negligence or willful misconduct) to recover for personal injury or property damage as a result of Buyer's Representative's entry onto the Property. If any inspection or test damages the Property, Buyer will restore the Property to its condition immediately prior to any such inspection or test. Buyer's obligations under this Section 2.1 shall survive the termination of this Agreement.
Due Diligence Indemnity. The Purchaser Parties shall defend, indemnify, and hold harmless the Seller Persons and their Affiliates from and against all claims, Actions, losses, liabilities, damages, costs and expenses, whether arising out of injury or death to persons or damage to any real or personal property, including any property of Tenants or otherwise, and including reasonable attorneys' fees and costs, incurred, suffered by, or claimed against any Seller Person or any of their Affiliates to the extent caused by (i) an Inspection by the Purchaser Parties or any Purchaser Related Party, including the costs of remediation, restoration and other similar activities, mechanic's and material or materialmen's liens and attorneys' fees and costs, to the extent arising out of or in connection with the Inspections but excluding the discovery of any pre-existing condition; or (ii) any breach of Section 2.1 by either the Purchaser Parties or any Purchaser Related Party or any of their respective partners, directors, officers, agents, members, shareholders, attorneys or other Representatives. The provisions of this Section 2.2 shall survive the Closing or any termination of this Agreement.
Due Diligence Indemnity. Subject to the provisions of this Agreement, Purchaser shall indemnify, defend and hold harmless Seller, its governing board, officers, employees and agents, from any and all liability, costs (including reasonable attorneys’ and environmental and engineering consultants’ fees and expenses, whether in reasonable anticipation of legal proceedings, during legal proceedings or in appellate proceedings), damages (including to the environment, the Parent Tract or to any surrounding land or water body), expenses, claims, suits or other proceedings arising out of the entry by Purchaser or its employees, agents or contractors on, at or under the Parent Tract or any surrounding land or water body; provided, however, Purchaser’s indemnification relating to environmental matters landward of the St. Xxxxx River is limited to the extent that such entry causes environmental contamination or worsens or exacerbates environmental conditions in, on or about such properties; provided further that Purchaser’s indemnification with respect to Purchaser’s investigations in the St. Xxxxx River is separately addressed in the following sentence. In the event that Seller consents to Purchaser’s testing of the riverbed of the St. Xxxxx River, Purchaser agrees to indemnify Seller with respect to any loss, cost, liability, or damage to Seller occasioned by Purchaser's testing, regardless of whether Purchaser has worsened or exacerbated such condition. If Purchaser causes environmental contamination or worsens or exacerbates environmental conditions in, on or about the Parent Tract or any surrounding land landward of the St. Xxxxx River due to such entry or if Purchaser undertakes testing of the riverbed of the St. Xxxxx River (with Seller’s consent) and, as a result, any federal, state or local regulatory agency or authority seeks: (a) further site rehabilitation, as that term is used and defined in the BSRA; (b) any assessment, monitoring or other study or investigation of the Parent Tract or surrounding properties or water bodies; (c) any fines, penalties or damages; or (d) removal, remediation, treatment or disposal of contaminated soil, groundwater, surface waters or other media or Hazardous Materials (regardless of whether such contaminated soil, surface water or groundwater or Hazardous Materials were on the Parent Tract on or before the Effective Date of this Agreement), then Purchaser shall, at its sole cost and expense, take all action necessary to fully comply with all Environ...
Due Diligence Indemnity. OTR shall have the Due Diligence Period in which to examine, inspect, and investigate the Property, the Appurtenances and the Appurtenant Improvements and the proposed transaction and, in OTR's sole and absolute judgment and discretion, to determine whether the Property and the proposed transaction is satisfactory to OTR.
