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SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION.
<br />Survival of Warranties. Buyer and Seller agree that each representation and warranty in
<br />Articles 5 and 6, respectively, shall survive the Closing Date and shall not merge with the
<br />delivery to Buyer of the Grant Deed.
<br />Notice of Changed Circumstances. If either party becomes aware of any fact or
<br />circumstances which would render false or misleading a representation or warranty made by
<br />such party, then it shall immediately give notice of such fact or circumstance to the other party,
<br />but such notice shall not relieve any party of any liabilities or obligations with respect to any
<br />representation or warranty.
<br />Indemnification.
<br />Seller's Indemni . Seller's obligations pursuant to this Section 7.3.1 shall
<br />survive the Closing. Seller at its sole cost and expense hereby agrees to indemnify, defend (with
<br />counsel acceptable to Buyer), protect and hold harmless Buyer, from and against any and all
<br />claims, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial
<br />proceedings and orders, judgments, remedial action and compliance requirements, enforcement
<br />and clean-up actions of any kind, and all costs and expenses incurred in connection therewith,
<br />including, without limitation, actual attorneys' fees and costs of defense and costs and expenses
<br />of all experts and consultants (collectively, the "Losses"), arising directly or indirectly, in whole
<br />or in part, out of any one or more of the following:
<br />the breach or alleged breach of any covenant of Seller contained in this
<br />Agreement or the inaccuracy or alleged inaccuracy of any representation or warranty of Seller
<br />contained in this Agreement;
<br />Seller's ownership of the Property or the operation of the Property prior to
<br />the Closing Date; or
<br />the presence on, in or under the Property of any Hazardous Material on or
<br />before the Closing Date, any Release of any Hazardous Material, on, under or from the Property
<br />prior to the Closing Date or the use, generation, manufacturing, production, handling, storage,
<br />transport, discharge or disposal of any such Hazardous Materials on or before the Closing Date,
<br />from, under or about the Property, irrespective of whether any of such activities were or will be
<br />undertaken in accordance with Environmental Law or other applicable laws, regulations, codes
<br />and ordinances. The indemnity contained in this paragraph (c) shall further apply, without
<br />limitation, to: (i) all residual contamination and contamination affecting any natural resources;
<br />(ii) all consequential damages; (iii) the costs of any required remediation or removal work on the
<br />Property, including, without limitation: (A) costs of remediation or removal incurred by the
<br />United States Government or the State or any other person; and (B) fines or penalties which arise
<br />from the provisions of any statute, state or federal; and (iv) liability for personal injury or
<br />property damage arising under any statutory or common-law tort theory, including damages
<br />assessed for the maintenance of a public or private nuisance, response costs or for the carrying
<br />on of an abnormally dangerous activity.
<br />ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT
<br />Page 86 of 108
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