Common use of Indemnification and Liability Limitations Clause in Contracts

Indemnification and Liability Limitations. Following the Closing and delivery of the Deeds but subject to the limitations set forth in this Section 12.2, each party, their successor and permitted assigns (the “Indemnifying Party”) shall defend, indemnify and save the other party, its successors and permitted assigns (the “Indemnified Party”) harmless against and from all liability, cost, damage and expense (including attorneys’ fees) in connection with any and all direct and third-party claims, damages, suits, actions and proceedings asserted against the Indemnified Party, its trustees, employees and agents brought by any entity or person (including the Indemnifying Party) as a result or on account the Indemnifying Party’s breach of any of its covenants under this Agreement that survive Closing and the Indemnifying Party’s breach of any of its representations and warranties expressly set forth in this Agreement. Notwithstanding the foregoing, (a) neither party will be liable for consequential, incidental, indirect, punitive, special or exemplary damages or lost profits, (b) in no event shall the total liability of Seller or Purchaser under this Agreement for breach of representation or warranty exceed, in the aggregate, five percent (5%) of the Purchase Price, (c) before making a claim for a breach of any representation or warranty contained in the Deed, Purchaser must first bring and exhaust such claim against any title policy issued to Purchaser following Closing, and during the entire period Purchaser is pursuing its claim against any title policy, the statute of limitations on such claim with respect to Seller shall be tolled so long as Purchaser diligently pursues any claim against any title policy,