Gap Indemnity Clause Samples
A Gap Indemnity clause obligates one party to compensate the other for losses or liabilities that arise during the period between the signing of an agreement and the formal completion or closing of a transaction. In practice, this clause is commonly used in real estate or asset purchase agreements to cover any issues, claims, or encumbrances that may occur in this interim period, such as new liens or legal actions. Its core function is to protect the buyer or transferee from unforeseen risks that could affect the value or status of the asset before the transaction is officially finalized.
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Gap Indemnity. Notwithstanding anything herein to the contrary, Seller’s obligations under Section 7.11(c) shall not be subject to the Deductible or Cap.
Gap Indemnity. On the Closing Date, Seller shall deliver a title gap indemnity for title insurance purposes as may be required by the Title Company.
Gap Indemnity. If necessary to cause the Close of Escrow to occur on the scheduled Closing Date, Seller shall provide to Title Company a customary gap indemnity in form and substance reasonably acceptable to Seller and Title Company; and
Gap Indemnity. If requested by Escrow Holder to facilitate Closing, a gap indemnity in the form customarily used by Escrow Holder; and
Gap Indemnity. If requested by Title Company to facilitate Closing, Seller shall deliver to Title Company a gap indemnity in the form customarily used by Title Company;
Gap Indemnity. Owner agrees that it will not, for the period commencing on the date hereof through [Insert 5 days after the Closing Date] (such period is called the "Gap Period"), encumber, cause any defect to appear in the title to the Property or make any conveyance or mortgage of all or any part of the Property. Owner agrees to hold harmless and indemnify the Title Company against all reasonable costs, expenses and attorneys' fees suffered or incurred by the Title Company as a result of the failure of Owner, upon receipt of written notice from the Title Company, to promptly remove, bond or otherwise dispose of any such encumbrance, defect or conveyance that may arise or be filed against the Property as a result of any act or omission of the Owner during the Gap Period.
Gap Indemnity. Section 5.1(ab) of the Purchase Agreement is hereby added as follows: “Gap Indemnity. A gap indemnity agreement from each Seller in favor of Title Company, in the form required by Title Company, to provide gap insurance coverage for the Title Policies.”