OTHER OBLIGATIONS
HEREUNDER.
20
12.2
BY BUYER
BUYER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL
LIABILITIES, CLAIMS, DEMANDS AND EXPENSES OF ANY KIND OR NATURE ACCRUING AFTER
THE CLOSING DATE AND WHICH ARE IN ANY WAY RELATED TO THE OWNERSHIP, MAINTENANCE
OR OPERATION OF THE PROPERTY BY BUYER, AND ALL EXPENSES RELATED THERETO,
INCLUDING WITHOUT LIMITATION, COURT COSTS AND REASONABLE ATTORNEYS' FEES.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL BUYER BE OBLIGATED TO INDEMNIFY
SELLER FOR ANY LIABILITY, CLAIM, DEMAND OR EXPENSE ARISING OUT OF (I) ANY BREACH
OF ANY OF SELLER'S REPRESENTATIONS, WARRANTIES OR OTHER OBLIGATIONS HEREUNDER;
OR (II) ANY OBLIGATION OF SELLER UNDER THE LEASES.
12.3
CLAIMS PROCEDURES; SURVIVAL
IN THE EVENT EITHER PARTY HERETO RECEIVES NOTICE OF A CLAIM OR DEMAND AGAINST
WHICH IT IS ENTITLED TO INDEMNIFICATION PURSUANT TO THIS SECTION 12, SUCH PARTY
SHALL PROMPTLY GIVE NOTICE THEREOF TO THE OTHER PARTY. THE PARTY OBLIGATED TO
INDEMNIFY SHALL IMMEDIATELY TAKE SUCH MEASURES AS MAY BE REASONABLY REQUIRED TO
PROPERLY AND EFFECTIVELY DEFEND SUCH CLAIM, AND MAY DEFEND SAME WITH COUNSEL OF
ITS OWN CHOOSING APPROVED BY THE OTHER PARTY (WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED). IN THE EVENT THE PARTY OBLIGATED TO INDEMNIFY
REFUSES TO DEFEND SUCH CLAIM OR FAILS TO PROPERLY AND EFFECTIVELY DEFEND SUCH
CLAIM, THEN THE PARTY ENTITLED TO INDEMNIFICATION MAY DEFEND SUCH CLAIM WITH
COUNSEL OF ITS OWN CHOOSING AT THE EXPENSE OF THE PARTY OBLIGATED TO INDEMNIFY.
IN SUCH EVENT, THE INDEMNIFIED PARTY MAY SETTLE SUCH CLAIM WITHOUT THE CONSENT
OF THE INDEMNIFYING PARTY.
12.4
SURVIVAL OF REPRESENTATIONS
ALL REPRESENTATIONS AND WARRANTIES MADE BY THE PARTIES UNDER THIS CONTRACT SHALL
SURVIVE THE CLOSING FOR A PERIOD OF SIX (6) MONTHS FOLLOWING THE CLOSING, EXCEPT
FOR SELLER'S REPRESENTATIONS SET FORTH IN SECTION 7.1(XIV) WHICH SHALL SURVIVE
INDEFINITELY.
ANY PROCEEDING RELATING TO THE BREACH OF ANY REPRESENTATIONS AND
WARRANTIES (OTHER THAN THE REPRESENTATIONS SET FORTH IN SECTION 7.1(XIV)) SHALL
BE COMMENCED, IF AT ALL, WITHIN SIX (6) MONTHS FOLLOWING THE CLOSING.
12.5
ESCROW
THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) (THE "HOLDBACK AMOUNT")
OF THE PURCHASE PRICE SHALL BE DEPOSITED INTO AN ACCOUNT WITH TITLE COMPANY (THE
"HOLDBACK ACCOUNT") AT THE CLOSING TO SECURE SELLER'S OBLIGATIONS HEREUNDER THAT
SURVIVE CLOSING (COLLECTIVELY, "SELLER'S SURVIVING OBLIGATIONS") AND SHALL BE
HELD BY THE TITLE COMPANY IN ACCORDANCE WITH THIS SECTION 12.5 (AND ANY SEPARATE
AGREEMENT REQUIRED BY THE TITLE COMPANY).
BUYER SHALL MAKE ALL CLAIMS FOR
MONIES FROM THE HOLDBACK ACCOUNT IN RESPECT OF A BREACH BY SELLER OF SELLER'S
SURVIVING OBLIGATIONS ("HOLDBACK CLAIMS") IN WRITING TO BOTH THE ESCROW AGENT
AND TO SELLER ON OR BEFORE THE DATE THAT IS SIX (6) MONTHS AFTER THE CLOSING
DATE (THE "HOLDBACK EXPIRATION DATE").
ALL MONIES LEFT IN THE HOLDBACK ACCOUNT
AFTER PAYMENT OF ANY HOLDBACK CLAIMS TIMELY MADE BY BUYER IN ACCORDANCE WITH THE
FOREGOING AND DETERMINED TO BE DUE TO BUYER IN ACCORDANCE WITH THIS SECTION 12.5
(INCLUDING ANY INTEREST EARNED ON THE HOLDBACK AMOUNT)