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but such notice shall not relieve any party of any liabilities or obligations with respect to any
<br />representation or warranty.
<br />7.3 Indemnification.
<br />7.3.1 Seller's Indemnity. 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 />(a) the breach or alleged breach of any covenant of Seller contained in
<br />this Agreement or the inaccuracy or alleged inaccuracy of any representation or warranty of
<br />Seller contained in this Agreement;
<br />(b) Seller's ownership of the Property or the operation of the Property
<br />prior to the Closing Date; or
<br />(c) the presence on, in or under the Property of any Hazardous
<br />Material on or before the Closing Date, any Release of any Hazardous Material, on, under or
<br />from the Property prior to the Closing Date or the use, generation, manufacturing, production,
<br />handling, storage, transport, discharge or disposal of any such Hazardous Materials on or before
<br />the Closing Date, from, under or about the Property, irrespective of whether any of such
<br />activities were or will be undertaken in accordance with Environmental Law or other applicable
<br />laws, regulations, codes and ordinances. The indemnity contained in this paragraph (c) shall
<br />further apply, without limitation, to: (i) all residual contamination and contamination affecting
<br />any natural resources; (ii) all consequential damages; (iii) the costs of any required remediation
<br />or removal work on the Property, including, without limitation: (A) costs of remediation or
<br />removal incurred by the United States Government or the State or any other person; and (B) fines
<br />or penalties which arise from the provisions of any statute, state or federal; and (iv) liability for
<br />personal injury or property damage arising under any statutory or common-law tort theory,
<br />including damages assessed for the maintenance of a public or private nuisance, response costs
<br />or for the carrying on of an abnormally dangerous activity.
<br />7.3.2 Buyer's Indemnity. Buyer's obligations pursuant to this Section 7.3.2
<br />shall survive the Closing. Buyer at its sole cost and expense hereby agrees to indemnify, defend
<br />(with counsel acceptable to Buyer), protect and hold harmless Seller, and their respective
<br />directors, officers and agents from and against any and all Losses, arising directly or indirectly,
<br />in whole or in part, out of any one or more of the following:
<br />(a) the breach or alleged breach of any covenant of Buyer contained in
<br />this Agreement or the inaccuracy or alleged inaccuracy of any representation or warranty of
<br />Buyer contained in this Agreement;
<br />ATTY/AGR/2019.316.1 /YMCA— PURCHASE AND SALE AGREEMENT
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