Common use of Indemnity and Release Clause in Contracts

Indemnity and Release. (a) If there are any third party claims against Seller which arise out of any release of any Hazardous Substances which became located in, on or under the Property after the Closing, Purchaser will indemnify, defend (by counsel reasonably acceptable to Seller), protect and hold Seller harmless for, from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys' fees) arising therefrom, unless the presence of the Hazardous Substance results from the actions after the Closing of Seller or Seller's employees, agents, guests or invitees, or other persons on the Property through Seller, in which event Seller shall pay, defend and hold Purchaser harmless from any and all liability of any kind arising out of the Hazardous Substances, including, but not limited to, costs of remediation, attorneys fees, fines and penalties. (b) Seller shall pay, defend (by counsel reasonably acceptable to Purchaser), indemnify and hold Purchaser harmless from any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys fees) of any kind, including, but not limited to, third party claims, arising out the presence or release of any Hazardous Substances on, under or over the Property during the period of Seller's ownership of the Property, except to the extent that the Hazardous Substances were specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser or otherwise disclosed to Purchaser by Seller, or discovered by Purchaser, prior to Closing. (c) As used in this Section 6.1 "third party claims" are defined as any claims or rights of recovery by any person or entity (including governmental agencies): (1) which result from injury, damage or loss to or of any person or property; or (2) for cost recovery, removal or remedial action. Third party claims will also include any costs paid or payable by either party for damage, loss, injury, investigation, removal, remediation or other liability in response to any third party claim or in anticipation of any enforcement or remedial action undertaken or threatened by any government agency or private party. (d) Seller will not be liable to Purchaser under this Agreement, and Purchaser hereby releases Seller from any and all liability under any federal, state or local law pertaining to or concerning Hazardous Substances, which is attributable to any environmental condition which: (1) was specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser; (2) was otherwise disclosed by Seller to Purchaser or discovered by Purchaser at any time prior to the Closing. (e) The provisions of this Section 6.1 will survive the Closing.

Indemnity and Release. (a) If there are any third party claims against Seller which arise out of any release of any Hazardous Substances which became located in, on or under the Property after the Closing, Purchaser will indemnify, hereby indemnifies and agrees to defend (by counsel reasonably acceptable to Seller), protect and hold Seller harmless for, from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys' fees) arising therefrom, unless the presence of the Hazardous Substance results from the actions after the Closing of Seller or Seller's employees, agents, guests or invitees, or other persons on the Property through Seller, in which event Seller shall pay, defend harmless of and hold Purchaser harmless from any and all liability of any kind arising out of the Hazardous Substances, including, but not limited to, costs of remediation, attorneys fees, fines and penalties. (b) Seller shall pay, defend (by counsel reasonably acceptable to Purchaser), indemnify and hold Purchaser harmless from any and all claimslosses, liabilities, penaltiescosts, forfeitures, losses or expenses (including attorneys fees) of any kind, including, but not limited towithout limitation, third party claimsreasonable attorneys’ fees and costs of court), damages, liens, claims (including, without limitation, mechanics’ or materialmen’s liens or claims of liens), actions and causes of actions arising out the presence from or release of any Hazardous Substances onrelating to Purchaser’s (or Purchaser’s agents, under independent contractors, servants, employees or over representatives) entering upon the Property during to test, study, investigate or inspect the period of Seller's ownership of the Propertysame or any part thereof, whether pursuant to Section 3.2 or otherwise, except to the extent arising solely from the gross negligence or willful misconduct of Seller or related to any pre-existing conditions on the Property so long as following the discovery of the pre-existing condition that Purchaser notifies Seller of such condition and does not exacerbate the Hazardous Substances were specifically described in pre-existing condition through Purchaser’s actions. Purchaser further waives and releases any claims, demands, damages, actions, causes of action or other remedies of any kind whatsoever against Seller for property damages or bodily and/or personal injuries to Purchaser, its agents, independent contractors, servants, employees and/or representatives arising out of the Phase I and II Report entry or use in any Environmental Assessment obtained by Purchaser or otherwise disclosed to Purchaser by Seller, or discovered by Purchaser, prior to Closing. (c) As used in this Section 6.1 "third party claims" are defined as any claims or rights manner of recovery the Property by any person or entity (including governmental agencies): (1) of the foregoing persons. If any proceeding is filed for which result from injuryindemnity is required hereunder, damage or loss Purchaser agrees, upon request therefor, to or of any person or property; or (2) for defend the indemnified party in such proceeding at its sole cost recovery, removal or remedial action. Third party claims will also include any costs paid or payable by either party for damage, loss, injury, investigation, removal, remediation or other liability in response to any third party claim or in anticipation of any enforcement or remedial action undertaken or threatened by any government agency or private party. (d) Seller will not be liable to Purchaser under this Agreement, and Purchaser hereby releases Seller from any and all liability under any federal, state or local law pertaining to or concerning Hazardous Substances, which is attributable to any environmental condition which: (1) was specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser; (2) was otherwise disclosed by Seller to Purchaser or discovered by Purchaser at any time prior utilizing counsel satisfactory to the Closing. (e) indemnified party. The provisions of this Section 6.1 will 3.5 shall survive the Closing.Closing or any termination of this Agreement and are not subject to any liquidated damage limitation on remedies, notwithstanding anything to the contrary in this Agreement

Indemnity and Release. Purchaser hereby indemnifies and holds Seller, Seller’s asset management company, Seller’s property management company, and their respective partners, shareholders, officers, members, directors, agents and employees (athe "Seller Indemnified Parties") If there are any third party claims against Seller which arise out of any release of any Hazardous Substances which became located in, on or under the Property after the Closing, Purchaser will indemnify, defend (by counsel reasonably acceptable to Seller), protect and hold Seller harmless for, from and against any and all claims, liabilities, penaltiesdamages, forfeitureslosses, losses or costs, expenses (including including, without limitation, court costs and reasonable attorneys' fees) ’ fees but excluding punitive, special, consequential, or speculative damages), actions and causes of action arising therefromout of or in any way relating to the Feasibility Study performed by Purchaser, unless the presence its agents, independent contractors, and/or employees ("Purchaser Representatives"); provided, however, in no event shall Purchaser indemnify Seller or any Seller Indemnified Parties from any of the Hazardous Substance results from foregoing arising due to the actions after the Closing negligence or fault of Seller or Seller's employees, agents, guests or inviteesany Seller Indemnified Parties, or for existing conditions which are merely discovered by Purchaser or any the Purchaser’s Representatives. Purchaser further waives and releases any claims, demands, damages, actions, causes of action or other persons on the Property through Seller, in which event Seller shall pay, defend and hold Purchaser harmless from any and all liability remedies of any kind whatsoever against Seller for property damages or bodily and/or personal injuries to Purchaser, its agents, independent contractors, servants and/or employees arising out of the Hazardous Substances, including, but not limited to, costs Feasibility Study or use in any manner of remediation, attorneys fees, fines and penalties. (b) Seller shall pay, defend (by counsel reasonably acceptable to Purchaser), indemnify and hold Purchaser harmless from any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys fees) of any kind, including, but not limited to, third party claims, arising out the presence or release of any Hazardous Substances on, under or over the Property during the period other than Seller’s or its agents’, independent contractors’, and/or employees’ gross negligence or willful misconduct or Seller’s breach of Seller's ownership of the Property, except to the extent that the Hazardous Substances were specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser or otherwise disclosed to Purchaser by Seller, or discovered by Purchaser, prior to Closing. (c) As used in this Section 6.1 "third party claims" are defined as any claims or rights of recovery by any person or entity (including governmental agencies): (1) which result from injury, damage or loss to or of any person or property; or (2) for cost recovery, removal or remedial actionContract. Third party claims will also include any costs paid or payable by either party for damage, loss, injury, investigation, removal, remediation or other liability in response to any third party claim or in anticipation of any enforcement or remedial action undertaken or threatened by any government agency or private party. (d) Seller will not be liable to Purchaser under this Agreement, and Purchaser hereby releases Seller from any and all liability under any federal, state or local law pertaining to or concerning Hazardous Substances, which is attributable to any environmental condition which: (1) was specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser; (2) was otherwise disclosed by Seller to Purchaser or discovered by Purchaser at any time prior to the Closing. (e) The provisions of this Section 6.1 will 6(c) shall survive the Closing.Closing or any termination of this Contract for (a) one (1) year following with respect to any claim of Seller unrelated to a claim of a third party unaffiliated with Seller or Seller’s property manager, and (b) the applicable statute of limitations with respect to any claim of Seller relating to a claim made by a third party unaffiliated with Seller or Seller’s property manager; provided however that if Seller shall have provided written notice to Purchaser with reasonable detail of a specified claim for which Purchaser is responsible hereunder within the period provided in subsection (a) or (b), as applicable, then such period shall be extended until such claim is resolved, and are not subject to any liquidated damage limitation on remedies, notwithstanding anything to the contrary in this Contract. Purchase and Sale Agreement15233079_2 11

Indemnity and Release. (a) If there are any third party claims against Seller which arise out of any release of any Hazardous Substances which became located in, on or under the Property after the Closing, Purchaser will indemnify, defend (by counsel reasonably acceptable to Seller), protect Buyer hereby indemnifies and hold holds Seller harmless for, from and against any and all claims, liabilities, penaltiesdamages, forfeitureslosses, losses or costs, expenses (including including, without limitation, reasonable attorneys' ’ fees) ), actions and causes of action arising therefromout of or in any way relating to the Feasibility Study performed by Buyer, unless the presence of the Hazardous Substance results its agents, independent contractors, servants and/or employees, including, without limitation, claims made by any tenant against Seller for Buyer’s entry into such tenant’s premises or any interference with any tenant’s use or damage to its premises or property in connection with Buyer’s Feasibility Study and those arising in whole or in part from the actions after the Closing negligence of Seller or Seller's employees, its agents, guests or inviteesindependent contractors, servants and/or employees. Buyer further waives and releases any claims, demands, damages, actions, causes of action or other persons on the Property through Seller, in which event Seller shall pay, defend and hold Purchaser harmless from any and all liability remedies of any kind whatsoever against Seller for property damages or bodily and/or personal injuries to Buyer, its agents, independent contractors, servants and/or employees arising out of the Hazardous SubstancesFeasibility Study or use in any manner of the Property. The foregoing indemnity and waiver expressly excludes any such claims, including, but not limited to, costs of remediation, attorneys fees, fines and penalties. (b) Seller shall pay, defend (by counsel reasonably acceptable to Purchaser), indemnify and hold Purchaser harmless from any and all claimsdemands, liabilities, penaltiesdamages, forfeitureslosses, losses or costs, expenses (including attorneys fees) of any kind, including, but not limited towithout limitation, third party claimsreasonable attorneys’ fees), actions and causes of action or other remedies arising out the presence or release of any Hazardous Substances on, under or over the Property during the period of Seller's ownership of the Property, except to the extent that the Hazardous Substances were specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser way relating to or otherwise disclosed to Purchaser by arising in whole or in part from the gross negligence or willful misconduct of Seller, or discovered by Purchaserits agents, prior to Closing. (c) As used in this Section 6.1 "third party claims" are defined as any claims or rights of recovery by any person or entity (including governmental agencies): (1) which result from injuryindependent contractors, damage or loss to or of any person or property; or (2) for cost recovery, removal or remedial actionservants and/or employees. Third party claims will also include any costs paid or payable by either party for damage, loss, injury, investigation, removal, remediation or other liability in response to any third party claim or in anticipation of any enforcement or remedial action undertaken or threatened by any government agency or private party. (d) Seller will not be liable to Purchaser under this Agreement, and Purchaser hereby releases Seller from any and all liability under any federal, state or local law pertaining to or concerning Hazardous Substances, which is attributable to any environmental condition which: (1) was specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser; (2) was otherwise disclosed by Seller to Purchaser or discovered by Purchaser at any time prior to the Closing. (e) The provisions of this Section 6.1 will 5(c) shall survive the ClosingClosing or any termination of this Contract and are not subject to any liquidated damage limitation on remedies, notwithstanding anything to the contrary in this Contract.

Indemnity and Release. (a) If there are any third party claims against Seller which arise out of any release of any Hazardous Substances which became located in, on or under the Property after the Closing, Purchaser will indemnify, hereby indemnifies and agrees to defend (by counsel reasonably acceptable to Seller), protect and hold Seller harmless for, from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys' fees) arising therefrom, unless the presence of the Hazardous Substance results from the actions after the Closing of Seller or Seller's employees, agents, guests or invitees, or other persons on the Property through Seller, in which event Seller shall pay, defend harmless of and hold Purchaser harmless from any and all liability of any kind arising out of the Hazardous Substances, including, but not limited to, costs of remediation, attorneys fees, fines and penalties. (b) Seller shall pay, defend (by counsel reasonably acceptable to Purchaser), indemnify and hold Purchaser harmless from any and all claimslosses, liabilities, penaltiescosts, forfeitures, losses or expenses (including attorneys fees) of any kind, including, but not limited towithout limitation, third party claimsreasonable attorneys’ fees and costs of court), damages, liens, claims (including, without limitation, mechanics’ or materialmen’s liens or claims of liens), actions and causes of actions arising out the presence from or release of any Hazardous Substances onrelating to Purchaser’s (or Purchaser’s agents, under independent contractors, servants, employees or over representatives) entering upon the Property during to test, study, investigate or inspect the period of Seller's ownership of the Propertysame or any part thereof, whether pursuant to Section 3.2 or otherwise, except to the extent that arising solely from the Hazardous Substances were specifically described in negligence of Seller. Purchaser further waives and releases any claims, demands, damages, actions, causes of action or other remedies of any kind whatsoever against Seller for property damages or bodily and/or personal injuries to Purchaser, its agents, independent contractors, servants, employees and/or representatives arising out of the Phase I and II Report entry or use in any Environmental Assessment obtained by Purchaser or otherwise disclosed to Purchaser by Seller, or discovered by Purchaser, prior to Closing. (c) As used in this Section 6.1 "third party claims" are defined as any claims or rights manner of recovery the Property by any person or entity (including governmental agencies): (1) of the foregoing persons. If any proceeding is filed for which result from injuryindemnity is required hereunder, damage or loss Purchaser agrees, upon request therefor, to or of any person or property; or (2) for defend the indemnified party in such proceeding at its sole cost recovery, removal or remedial action. Third party claims will also include any costs paid or payable by either party for damage, loss, injury, investigation, removal, remediation or other liability in response to any third party claim or in anticipation of any enforcement or remedial action undertaken or threatened by any government agency or private party. (d) Seller will not be liable to Purchaser under this Agreement, and Purchaser hereby releases Seller from any and all liability under any federal, state or local law pertaining to or concerning Hazardous Substances, which is attributable to any environmental condition which: (1) was specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser; (2) was otherwise disclosed by Seller to Purchaser or discovered by Purchaser at any time prior utilizing counsel satisfactory to the Closing. (e) indemnified party. The provisions of this Section 6.1 will 3.5 shall survive the Closing.Closing or any termination of this Agreement and are not subject to any liquidated damage limitation on remedies, notwithstanding anything to the contrary in this Agreement

Indemnity and Release. Purchaser hereby indemnifies and holds Seller, Seller’s asset management company, Seller’s property management company, and their respective partners, shareholders, officers, members, directors, agents and employees (athe "Seller Indemnified Parties") If there are any third party claims against Seller which arise out of any release of any Hazardous Substances which became located in, on or under the Property after the Closing, Purchaser will indemnify, defend (by counsel reasonably acceptable to Seller), protect and hold Seller harmless for, from and against any and all claims, liabilities, penaltiesdamages, forfeitureslosses, losses or costs, expenses (including including, without limitation, court costs and reasonable attorneys' fees) ’ fees but excluding punitive, special, consequential, or speculative damages), actions and causes of action arising therefromout of or in any way relating to the Feasibility Study performed by Purchaser, unless the presence its agents, independent contractors, and/or employees ("Purchaser Representatives"); provided, however, in no event shall Purchaser indemnify Seller or any Seller Indemnified Parties from any of the Hazardous Substance results from foregoing arising due to the actions after the Closing negligence or fault of Seller or Seller's employees, agents, guests or inviteesany Seller Indemnified Parties, or for existing conditions which are merely discovered by Purchaser or any the Purchaser’s Representatives. Purchaser further waives and releases any claims, demands, damages, actions, causes of action or other persons on the Property through Seller, in which event Seller shall pay, defend and hold Purchaser harmless from any and all liability remedies of any kind whatsoever against Seller for property damages or bodily and/or personal injuries to Purchaser, its agents, independent contractors, servants and/or employees arising out of the Hazardous Substances, including, but not limited to, costs Feasibility Study or use in any manner of remediation, attorneys fees, fines and penalties. (b) Seller shall pay, defend (by counsel reasonably acceptable to Purchaser), indemnify and hold Purchaser harmless from any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys fees) of any kind, including, but not limited to, third party claims, arising out the presence or release of any Hazardous Substances on, under or over the Property during the period other than Seller’s or its agents’, independent contractors’, and/or employees’ gross negligence or willful misconduct or Seller’s breach of Seller's ownership of the Property, except to the extent that the Hazardous Substances were specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser or otherwise disclosed to Purchaser by Seller, or discovered by Purchaser, prior to Closing. (c) As used in this Section 6.1 "third party claims" are defined as any claims or rights of recovery by any person or entity (including governmental agencies): (1) which result from injury, damage or loss to or of any person or property; or (2) for cost recovery, removal or remedial actionContract. Third party claims will also include any costs paid or payable by either party for damage, loss, injury, investigation, removal, remediation or other liability in response to any third party claim or in anticipation of any enforcement or remedial action undertaken or threatened by any government agency or private party. (d) Seller will not be liable to Purchaser under this Agreement, and Purchaser hereby releases Seller from any and all liability under any federal, state or local law pertaining to or concerning Hazardous Substances, which is attributable to any environmental condition which: (1) was specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser; (2) was otherwise disclosed by Seller to Purchaser or discovered by Purchaser at any time prior to the Closing. (e) The provisions of this Section 6.1 will 6(c) shall survive the Closing.Closing or any termination of this Contract for (a) one (1) year following with respect to any claim of Seller unrelated to a claim of a third party unaffiliated with Seller or Seller’s property manager, and (b) the applicable statute of limitations with respect to any claim of Seller relating to a claim made by a third party unaffiliated with Seller or Seller’s property manager; provided however that if Seller shall have provided written notice to Purchaser with reasonable detail of a specified claim for which Purchaser is responsible hereunder within the period provided in subsection (a) or (b), as applicable, then such period shall be extended until such claim is resolved, and are not subject to any liquidated damage limitation on remedies, notwithstanding anything to the contrary in this Contract. Purchase and Sale Agreement15233092_2 11

Indemnity and Release. Purchaser hereby indemnifies and holds Seller, Seller’s asset management company, Seller’s property management company, and their respective partners, shareholders, officers, members, directors, agents and employees (athe "Seller Indemnified Parties") If there are any third party claims against Seller which arise out of any release of any Hazardous Substances which became located in, on or under the Property after the Closing, Purchaser will indemnify, defend (by counsel reasonably acceptable to Seller), protect and hold Seller harmless for, from and against any and all claims, liabilities, penaltiesdamages, forfeitureslosses, losses or costs, expenses (including including, without limitation, court costs and reasonable attorneys' fees) ’ fees but excluding punitive, special, consequential, or speculative damages), actions and causes of action arising therefromout of or in any way relating to the Feasibility Study performed by Purchaser, unless the presence its agents, independent contractors, and/or employees ("Purchaser Representatives"); provided, however, in no event shall Purchaser indemnify Seller or any Seller Indemnified Parties from any of the Hazardous Substance results from foregoing arising due to the actions after the Closing negligence or fault of Seller or Seller's employees, agents, guests or inviteesany Seller Indemnified Parties, or for existing conditions which are merely discovered by Purchaser or any the Purchaser’s Representatives. Purchaser further waives and releases any claims, demands, damages, actions, causes of action or other persons on the Property through Seller, in which event Seller shall pay, defend and hold Purchaser harmless from any and all liability remedies of any kind whatsoever against Seller for property damages or bodily and/or personal injuries to Purchaser, its agents, independent contractors, servants and/or employees arising out of the Hazardous Substances, including, but not limited to, costs Feasibility Study or use in any manner of remediation, attorneys fees, fines and penalties. (b) Seller shall pay, defend (by counsel reasonably acceptable to Purchaser), indemnify and hold Purchaser harmless from any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys fees) of any kind, including, but not limited to, third party claims, arising out the presence or release of any Hazardous Substances on, under or over the Property during the period other than Seller’s or its agents’, independent contractors’, and/or employees’ gross negligence or willful misconduct or Seller’s breach of Seller's ownership of the Property, except to the extent that the Hazardous Substances were specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser or otherwise disclosed to Purchaser by Seller, or discovered by Purchaser, prior to Closing. (c) As used in this Section 6.1 "third party claims" are defined as any claims or rights of recovery by any person or entity (including governmental agencies): (1) which result from injury, damage or loss to or of any person or property; or (2) for cost recovery, removal or remedial actionContract. Third party claims will also include any costs paid or payable by either party for damage, loss, injury, investigation, removal, remediation or other liability in response to any third party claim or in anticipation of any enforcement or remedial action undertaken or threatened by any government agency or private party. (d) Seller will not be liable to Purchaser under this Agreement, and Purchaser hereby releases Seller from any and all liability under any federal, state or local law pertaining to or concerning Hazardous Substances, which is attributable to any environmental condition which: (1) was specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser; (2) was otherwise disclosed by Seller to Purchaser or discovered by Purchaser at any time prior to the Closing. (e) The provisions of this Section 6.1 will 6(c) shall survive the Closing.Closing or any termination of this Contract for (a) one (1) year following with respect to any claim of Seller unrelated to a claim of a third party unaffiliated with Seller or Seller’s property manager, and (b) the applicable statute of limitations with respect to any claim of Seller relating to a claim made by a third party unaffiliated with Seller or Seller’s property manager; provided however that if Seller shall have provided written notice to Purchaser with reasonable detail of a specified claim for which Purchaser is responsible hereunder within the period provided in subsection (a) or (b), as applicable, then such period shall be extended until such claim is resolved, and are not subject to any liquidated damage limitation on remedies, notwithstanding anything to the contrary in this Contract. Purchase and Sale Agreement15233085_2 10

Indemnity and Release. (a) If there are any third party claims against Seller which arise out of any release of any Hazardous Substances which became located in, on or under the Property after the Closing, Purchaser will indemnify, hereby indemnifies and agrees to defend (by counsel reasonably acceptable to Seller), protect and hold Seller harmless for, from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys' fees) arising therefrom, unless the presence of the Hazardous Substance results from the actions after the Closing of Seller or Seller's employees, agents, guests or invitees, or other persons on the Property through Seller, in which event Seller shall pay, defend harmless of and hold Purchaser harmless from any and all liability of any kind arising out of the Hazardous Substances, including, but not limited to, costs of remediation, attorneys fees, fines and penalties. (b) Seller shall pay, defend (by counsel reasonably acceptable to Purchaser), indemnify and hold Purchaser harmless from any and all claimslosses, liabilities, penaltiescosts, forfeitures, losses or expenses (including attorneys fees) of any kind, including, but not limited towithout limitation, third party claimsreasonable attorneys’ fees and costs of court), damages, liens, claims (including, without limitation, mechanics’ or materialmen’s liens or claims of liens), actions and causes of actions arising out the presence from or release of any Hazardous Substances onrelating to Purchaser’s (or Purchaser’s agents, under independent contractors, servants, employees or over representatives) entering upon the Property during to test, study, investigate or inspect the period of Seller's ownership of the Propertysame or any part thereof, whether pursuant to Section 3.2 or otherwise, except to the extent that arising solely from the Hazardous Substances were specifically described in negligence of Seller. Purchaser further waives and releases any claims, demands, damages, actions, causes of action or other remedies of any kind whatsoever against Seller for property damages or bodily and/or personal injuries to Purchaser, its agents, independent contractors, servants, employees and/or representatives arising out of the Phase I and II Report entry or use in any Environmental Assessment obtained by Purchaser or otherwise disclosed to Purchaser by Seller, or discovered by Purchaser, prior to Closing. (c) As used in this Section 6.1 "third party claims" are defined as any claims or rights manner of recovery the Property by any person or entity (including governmental agencies): (1) of the foregoing persons. If any proceeding is filed for which result from injuryindemnity is required hereunder, damage or loss Purchaser agrees, upon request therefor, to or of any person or property; or (2) for defend the indemnified party in such proceeding at its sole cost recovery, removal or remedial action. Third party claims will also include any costs paid or payable by either party for damage, loss, injury, investigation, removal, remediation or other liability in response to any third party claim or in anticipation of any enforcement or remedial action undertaken or threatened by any government agency or private party. (d) Seller will not be liable to Purchaser under this Agreement, and Purchaser hereby releases Seller from any and all liability under any federal, state or local law pertaining to or concerning Hazardous Substances, which is attributable to any environmental condition which: (1) was specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser; (2) was otherwise disclosed by Seller to Purchaser or discovered by Purchaser at any time prior utilizing counsel satisfactory to the Closing. (e) indemnified party. The provisions of this Section 6.1 will 3.5 shall survive the ClosingClosing or any termination of this Agreement and are not subject to any liquidated damage limitation on remedies, notwithstanding anything to the contrary in this Agreement.

Indemnity and Release. (a) If there are any third party claims Subcontractor recognizes that accidents and other problems may occur while its Work is performed on the Site. Subcontractor also recognizes that because of such problems, Claims may be made against Seller which arise out Contractor or others. Because Subcontractor and Contractor intend that Subcontractor will be solely responsible for the supervision of any release its Work and all consequences of any Hazardous Substances which became located inthe Work, on or under Subcontractor agrees to the Property after the Closing, Purchaser will fullest extent permitted by law to indemnify, defend (by counsel reasonably acceptable to Seller)defend, protect and hold Seller harmless for, from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses the Indemnified Parties (including attorneys' feesas hereinafter defined) arising therefrom, unless the presence of the Hazardous Substance results from the actions after the Closing of Seller or Seller's employees, agents, guests or invitees, or other persons on the Property through Seller, in which event Seller shall pay, defend and hold Purchaser harmless from any and all liability of any kind arising out Claims. The Indemnified Parties are Contractor, the Owner of the Hazardous SubstancesSite if other than Contractor, includingall subsidiaries, but not limited todivisions, costs partners, parent and affiliated companies of remediationContractor, attorneys feesand all such parties' representatives, fines partners, designees, officers, directors, shareholders, employees, agents, successors and penalties. assigns, and any lender of Contractor with a security or collateral interest in the Project (b) Seller shall hereafter referred to individually as an "Indemnified Party"; and collectively as the "Indemnified Parties"). This means that Subcontractor will pay any attorneys' fees and expenses that the Indemnified Parties pay to defend themselves from any Claims, and that Subcontractor will also pay, defend (by counsel reasonably acceptable to Purchaser)on the Indemnified Parties’ behalf, indemnify and hold Purchaser harmless from any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys fees) of any kind, including, but not limited to, third party claims, arising out judgment rendered against the presence or release of any Hazardous Substances on, under or over the Property during the period of Seller's ownership of the Property, except to the extent that the Hazardous Substances were specifically described in the Phase I and II Report or in any Environmental Assessment obtained by Purchaser or otherwise disclosed to Purchaser by Seller, or discovered by Purchaser, prior to Closing. (c) Indemnified Parties. SUBCONTRACTOR UNDERSTANDS AND ACKNOWLEDGES THAT THE INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER THIS AGREEMENT EXTEND TO AND INCLUDE CLAIMS ARISING FROM THE ACTIVE OR PASSIVE NEGLIGENCE OR STRICT LIABILITY OF THE INDEMNIFIED PARTIES BUT DO NOT INCLUDE CLAIMS THAT ARE FINALLY DETERMINED TO RESULT FROM THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. As used in this Section 6.1 "third party claims" are defined as any claims or rights of recovery by any person or entity (including governmental agencies): (1) which result from injury, damage or loss to or of any person or property; or (2) for cost recovery, removal or remedial action. Third party claims will also include any costs paid or payable by either party for damage, loss, injury, investigation, removal, remediation or other liability in response to any third party claim or in anticipation of any enforcement or remedial action undertaken or threatened by any government agency or private party. (d) Seller will not be liable to Purchaser under this Agreement, and Purchaser hereby releases Seller from a "Claim" or "Claims," as the case may be, means any and all claims (including without limitation, claims for bodily injury, financial loss, death, damage to property, and claims in contract, tort, or both), arbitrations, demands, causes of action, lawsuits, liabilities, litigation, losses, obligations, damages, actions, fines, penalties, costs and expenses or other proceeding by which one party either seeks to enforce its rights under this Agreement or seek a declaration of any rights or obligations under this Agreement (including but not limited to attorneys’ fees, court costs and all other professional, expert or consultants’ fees and costs), arising from or directly or indirectly related to the Work. A Claim that results in any manner from the Work (including but not limited to defects in workmanship, materials and/or design defects, if the design was that of Subcontractor or its agents), or from the presence of an employee, subcontractor, supplier or other worker or representative of Subcontractor on the Site, or from activities conducted by or on behalf of Subcontractor on the Project (including but not limited to the negligent and/or willful acts, errors and/or omissions of Subcontractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors or anyone employed directly or indirectly by any of them or for whose acts they may be liable), arises from Subcontractor's work. The duty to defend under this Section 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Subcontractor or any Indemnified Party. The duty to defend arises immediately upon presentation of a Claim by any party and written notice of such Claim being provided to Subcontractor. Subcontractor’s obligation to indemnify and defend under any federal, state this Section 8 will survive the expiration or local law pertaining to earlier termination of this Agreement until it is determined by final judgment that an action against the Indemnified Party or concerning Hazardous Substances, which Indemnified Parties for the matter indemnified hereunder is attributable fully and finally barred by the applicable statute of limitations. Subcontractor’s liability for indemnification under this Section 8 is in addition to any environmental condition which: (1) was specifically described in liability Subcontractor may have to any Indemnified Party for breach by Subcontractor of any of the Phase I and II Report or in any Environmental Assessment obtained by Purchaser; (2) was otherwise disclosed by Seller to Purchaser or discovered by Purchaser at any time prior to provisions of this Agreement. If the Closing. (e) The provisions of this Section 6.1 8 violate the statutory or common law of the applicable state or governing authority, this Section 8 will survive not be stricken or found to be void in its entirety. Rather, Subcontractor’s indemnification obligations will apply to the Closing.fullest extent permitted by applicable law. Therefore, for example only, should applicable state law only permit indemnification for comparative negligence, then this Section 8 will mandate that Subcontractor defend, hold harmless and indemnify the Indemnified Parties for all damages arising from Subcontractor’s negligence. In any instance whereby Contractor is entitled, under the terms of this Agreement, to be indemnified by or recover any moneys from Subcontractor, or Contractor is required to enforce any term or condition of this Agreement, Contractor shall be entitled, in addition, to recover from Subcontractor (i) interest on any sums due from Subcontractor at the rate of ten percent (10%) per annum to accrue from the date due until paid, notwithstanding any dispute or uncertainty concerning the means or standards by which the amount of monetary recovery is to be ascertained, (ii) reasonable attorney fees incurred by Contractor for all investigation, negotiation, litigation, arbitration and other such services commonly performed by attorneys, and (iii) all court costs, fees paid to experts or consultants, arbitration fees and like expenses