Common use of Due Diligence Indemnity Clause in Contracts

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 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 6.26.3.

Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, Seller’s '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 's and materialmen’s 's liens and attorneys’ ' fees, arising out of or in connection with Buyer’s 's Due Diligence, Buyer’s 's breach of its obligations under Section SECTION 3.5 or Buyer’s 's or any Licensee Parties’ ' entry upon the Real PropertyProperty (collectively, "LOSSES"), unless any of the same are caused solely by the gross negligence or willful misconduct of Seller, Seller’s 's partners, shareholders or members, as applicable, and/or the Property Manager. The provisions of this Section 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 SECTION 6.2.

Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, Seller’s '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 's and materialmen’s 's liens and attorneys’ ' fees, arising out of or in connection with Buyer’s 's Due Diligence, Buyer’s 's breach of its obligations under Section 3.5 or Buyer’s '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 '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.