Common use of Buyer’s Indemnity Clause in Contracts

Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold each of the Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from (a) the breach of the terms of Subsection 10.1.1 or (b) the entry on the Real Property and/or the conduct of any Due Diligence by Buyer or any of Buyer’s Representatives at any time prior to the Closing; provided, however, that Buyer’s obligations under this clause (b) shall not apply to the mere discovery of a pre-existing environmental or physical condition at the Property. The provisions of this section shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Resource Real Estate Opportunity REIT, Inc.), Purchase and Sale Agreement (Prudential Bache Watson & Taylor LTD 2), Purchase and Sale Agreement (Prudential Bache Watson & Taylor LTD 2)

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Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold each of the Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from (a) the breach of the terms of Subsection 10.1.1 or (b) the entry on the Real Property and/or the conduct of any Due Diligence by Buyer or any of Buyer’s Representatives at any time prior to the Closing; provided, however, that Buyer’s obligations under this clause (b) shall not apply to the mere discovery of a pre-existing environmental or physical condition at the Property. The provisions of this section shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (KBS Real Estate Investment Trust, Inc.)

Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold Seller and each of the other Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from (a) the breach of the terms of Subsection 10.1.1 or (b) the entry on the Real Property and/or the conduct of any Due Diligence by Buyer or any of Buyer’s Representatives at any time prior to the Closing; provided, however, that Buyer’s obligations under this clause (b) shall not apply to the mere discovery of a an pre-existing environmental or physical condition at the Property. The provisions of this section foregoing indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (American Realty Capital Healthcare Trust Inc), Purchase and Sale Agreement (Wells Real Estate Fund X L P)

Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold Seller and each of the other Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from (a) the breach of the terms of Subsection 10.1.1 or (b) the entry on the Real Property and/or the conduct of any Due Diligence by Buyer or any of Buyer’s Representatives at any time prior to the Closing; provided, however, that Buyer’s obligations under this clause (b) shall not apply to the mere discovery of a any pre-existing environmental or physical condition at the Property. The provisions of this section foregoing indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Behringer Harvard Reit I Inc)

Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold Seller and each of the other Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from (a) the breach of the terms of Subsection 10.1.1 or (b) the entry on the Real Property and/or in connection with the conduct of any Due Diligence by Buyer or any of Buyer’s Representatives at any time prior to the Closing; provided, however, that Buyer’s obligations under this clause (b) shall not apply to the mere discovery of a an pre-existing environmental or physical condition at the Property. The provisions of this section foregoing indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement for one (1) year from Closing or termination of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cornerstone Growth & Income REIT, Inc.)

Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold each of the Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from (a) the breach of the terms of Subsection 10.1.1 Section 10.1(a) or (b) the entry on the Real any Property or Properties and/or the conduct of any Due Diligence by Buyer or any of Buyer’s Representatives at any time prior to the Closing; provided, however, that Buyer’s obligations under this clause (b) shall not apply to the mere discovery of a pre-existing environmental or physical condition at the any Property. The provisions of this section Section shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inland American Real Estate Trust, Inc.)

Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold Seller and each of the other Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys' fees, expenses and disbursements) arising out of or resulting from (a) the breach of the terms of Subsection 10.1.1 or (b) the entry on the Real Property and/or the conduct of any Due Diligence by Buyer or any of Buyer’s 's Representatives at any time prior to the Closing; provided, however, that Buyer’s 's obligations under this clause (b) shall not apply to the mere discovery of a any pre-existing environmental or physical condition at the Property. The provisions of this section foregoing indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Brookdale Senior Living Inc.)

Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold Seller and each of the other Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys' fees, expenses and disbursements) arising out of or resulting from (a) the breach of the terms of Subsection 10.1.1 or (b) the entry on the Real Property and/or the conduct of any Due Diligence by Buyer or any of Buyer’s 's Representatives at any time prior to the Closing; provided, however, that Buyer’s 's obligations under this clause (b) shall not apply to the mere discovery of a pre-existing environmental or physical condition at the Property. The provisions of this section foregoing indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Capital Lease Funding Inc)

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Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold each of the Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from (a) the breach of the terms of Subsection 10.1.1 Section 10.1(a) or (b) the entry on the Real any Property or Properties and/or the conduct of any Due Diligence by Buyer or any of Buyer’s Representatives at any time prior to the each Closing; provided, however, that Buyer’s obligations under this clause (b) shall not apply to the mere discovery of a pre-existing environmental or physical condition at the any Property. The provisions of this section Section shall survive the each Closing (and not be merged therein) or any earlier termination of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inland American Real Estate Trust, Inc.)

Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold Seller and each of the other Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursementsdisbursements but excluding consequential damages) arising out of or resulting from (a) the breach of the terms of Subsection 10.1.1 or (b) the entry on the Real Property and/or the conduct of any Due Diligence by Buyer or any of Buyer’s Representatives at any time prior to the Closing; provided, however, that Buyer’s obligations under this clause (b) shall not apply to the mere discovery of a an pre-existing environmental or physical condition at the Property. The provisions of this section foregoing indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wells Real Estate Fund v L P)

Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold each of the Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from (a) the breach of the terms of Subsection 10.1.1 11.1.1 or (b) the entry on the Real Property and/or the conduct of any Due Diligence by Buyer or any of Buyer’s Representatives at any time prior to the XX XX Closing; provided, however, that Buyer’s obligations under this clause (b) shall not apply to the mere discovery of a pre-existing environmental or physical condition at the Property. The provisions of this section shall survive the Closing Closings (and not be merged therein) or any earlier termination of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Global Income Trust, Inc.)

Buyer’s Indemnity. Buyer hereby agrees to indemnify, defend, and hold each of the Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) actually incurred, and only to the extent arising out of or resulting from (a) the breach of the terms of Subsection 10.1.1 or (b) the entry on the Real Property and/or the conduct of any Due Diligence by Buyer or any of Buyer’s Representatives at any time prior to the Closing; provided, however, that Buyer’s obligations under this clause (b) shall not apply to the mere discovery of a pre-existing environmental or physical condition at the Property. The provisions of this section shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cogdell Spencer Inc.)

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