Environmental Indemnity Agreement Template

This Environmental Indemnity Agreement ("Agreement") is made as of [Date], by and among [Indemnitor Name(s)] ("Indemnitor") and [Indemnitee Name(s)] ("Indemnitee").

Recitals

• Indemnitee is [lender/purchaser/lessee] in connection with [transaction description] involving property located at [Address] (the "Property").
• Indemnitor agrees to indemnify Indemnitee for environmental liabilities associated with the Property.

1. Definitions

• "Environmental Laws", "Hazardous Materials", "Claims", "Losses".

2. Indemnity

• Indemnitor shall defend, indemnify, and hold harmless Indemnitee from all losses, liabilities, damages, costs, and expenses (including attorneys’ fees) arising out of:
• Presence, release, or threatened release of Hazardous Materials at, under, or migrating from the Property.
• Violations of Environmental Laws or permits.
• Remedial actions, enforcement proceedings, or third-party claims related to environmental conditions.

3. Survival and Duration

• Indemnity obligations survive closing, repayment, or termination of related agreements and continue until all environmental liabilities are resolved.

4. Defense and Settlement

• Indemnitee shall promptly notify Indemnitor of any claim; failure to notify does not relieve obligations except to extent of prejudice.
• Indemnitor has right and duty to assume defense with counsel reasonably acceptable to Indemnitee.
• Indemnitor may not settle claims without Indemnitee’s consent if settlement imposes obligations or admissions on Indemnitee.

5. Access and Cooperation

• Indemnitor granted access to Property to conduct investigations and remediation, subject to notice and compliance with laws.
• Indemnitee agrees to reasonably cooperate with Indemnitor.

6. Financial Assurance

• Indemnitor to maintain financial assurance (escrow, letter of credit, insurance) in amount of $[Amount] to secure obligations.

7. Representations and Warranties

• Indemnitor represents it has authority, financial capacity, and has disclosed known environmental conditions.
• Indemnitee represents it has not caused releases post-closing (if applicable).

8. Waiver of Defenses

• Indemnitor waives defenses based on foreseeability, due diligence, or changes in law, except for willful misconduct of Indemnitee.

9. Limitation of Liability (optional)

• Cap or carve-outs as negotiated.

10. Notices

• Provide addresses and methods for giving notice.

11. Governing Law and Jurisdiction

• Governed by laws of [State]; parties consent to jurisdiction of [state/federal courts].

12. Miscellaneous

• Successors and assigns bound; assignment requires consent.
• Amendments must be in writing.
• Counterparts and electronic signatures permitted.

Signatures

Indemnitor: ____
Name/Title: [ ]
Date: __

Indemnitee: ____
Name/Title: [ ]
Date: __

Consider including exhibits: property description, environmental reports, financial assurance documentation.