Laserfiche WebLink
8.2 Limitation on Liability of the Seller. Following the Close of Escrow, the <br /> Buyer is and shall be responsible for operation of the Property, and the Seller shall not be liable <br /> for any injury or damage to any property (of the Buyer or any other person) or to any person <br /> occurring on or about the Property,except to the extent caused by the Seller's wrongful intentional <br /> act or negligence. <br /> 8.3 Strict Liability. The indemnification obligations of an Indemnitor shall <br /> apply regardless of whether liability without fault or strict liability is imposed or sought to be <br /> imposed on one or more Indemnitees. <br /> 8.4 Independent of Insurance Obligations. Buyer's indemnification obligations <br /> under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or <br /> modifying Buyer's insurance or other obligations under this Agreement and is independent of the <br /> Buyer's insurance and other obligations under this Agreement. Buyer's compliance with its <br /> insurance obligations and other obligations under this Agreement shall not in any way restrict, <br /> limit,or modify the Buyer's indemnification obligations under this Agreement and are independent <br /> of the Buyer's indemnification and other obligations under this Agreement. <br /> 8.5 Survival of Indemnification and Defense Obligations. The indemnity and <br /> defense obligations under this Agreement shall survive the expiration or earlier termination of this <br /> Agreement, until all claims against any of the Indemnitees involving any of the indemnified <br /> matters are fully, finally,absolutely and completely barred by applicable statutes of limitations. <br /> 8.6 Independent Duty to Defend. The duty to defend under this Agreement is <br /> separate and independent of the duty to indemmify. The duty to defend includes claims for which <br /> an Indemnitee may be liable without fault or strictly liable. The duty to defend applies immediately <br /> upon notice of a claim, regardless of whether the issues of negligence, liability, fault,default or <br /> other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty <br /> to defend applies immediately, regardless of whether the Indemnitee has paid any amounts or <br /> incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the <br /> express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or <br /> summary judgment regarding an Indemnitor's duty to defend the Indemnitee, at any stage of any <br /> claim or suit,within the scope of the Indemnitor's indemnity obligations under this Agreement. <br /> 8.7 Indemnification Procedures. Wherever this Agreement requires any <br /> Indemnitor to Indemnify any Indemnitee: <br /> 8.7.1 Prompt Notice. The Indemnitee shall promptly <br /> notify the Indemnitor of any claim. To the extent, and only to the extent, that <br /> the Indemnitee fails to give prompt Notice of a Claim and such failure materially <br /> prejudices the Indemnitor in providing indemnity for such claim,the Indemnitor <br /> shall be relieved of its indemnity obligations for such claim. <br /> 8.7.2 Selection of Counsel. The Indemnitor shall select <br /> counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's <br /> insurance carrier that is providing coverage for a claim shall be deemed <br /> reasonably satisfactory. Even though the Indemnitor shall defend the action, <br /> -14- <br />