Agmt19 YMCA of Sillicon Valley Master Project Agmt.

Browse Search

Buyer's Indemnity. Buyer's obligations pursuant to this Section 7.3.2 shall survive the Closing. Buyer at its sole cost and expense hereby agrees to indemnify, defend (with counsel acceptable to Buyer), protect and hold harmless Seller, and their respective directors, officers and agents from and against any and all Losses, arising directly or indirectly, in whole or in part, out of any one or more of the following: the breach or alleged breach of any covenant of Buyer contained in this Agreement or the inaccuracy or alleged inaccuracy of any representation or warranty of Buyer contained in this Agreement; Buyer's ownership of the Property or the operation of the Property after the Closing Date; or the presence on, in or under the Property of any Hazardous Material after the Closing Date, any Release of any Hazardous Material, on, under or from the Property after the Closing Date or the use, generation, manufacturing, production, handling, storage, transport, discharge or disposal of any such Hazardous Materials after the Closing Date, from, under or about the Property, irrespective of whether any of such activities were or will be undertaken in accordance with Environmental Law or other applicable laws, regulations, codes and ordinances. The indemnity contained in this paragraph (c) shall further apply, without limitation, to: (i) all residual contamination and contamination affecting any natural resources; (ii) all consequential damages; (iii) the costs of any required remediation or removal work on the Property, including, without limitation: (A) costs of remediation or removal incurred by the United States Government or the State or any other person; and (B) fines or penalties which arise from the provisions of any statute, state or federal; and (iv) liability for personal injury or property damage arising under any statutory or common-law tort theory, including damages assessed for the maintenance of a public or private nuisance, response costs or for the carrying on of an abnormally dangerous activity. SELLER'S PRECLOSING COVENANTS. Article III. Seller shall comply with the covenants contained in this Article S from the Effective Date through the Closing Date unless Buyer consents otherwise in writing. Buyer may grant or withhold any such consent requested by Seller in Buyer's sole discretion. Contracts and Documents. Seller shall not, without Buyer's approval, not to be unreasonably withheld or delayed, (a) amend or waive any right under any of the Due Diligence Documents; or (b) enter into any material agreement of any type affecting the Property that would survive the Closing Date and shall cancel any service or other contracts which would survive Closing. Insurance. Seller shall maintain or cause to be maintained in full force and effect its present insurance policies for the Property. Compliance with Obligations. Seller shall fully and timely comply with all obligations to be performed by it under all existing service and operating contracts which currently bind the Property until Closing, the other Due Diligence Documents, the Conditions of Title and all permits, licenses, approvals and laws, regulations and orders applicable to the Property. ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 87 of 108