Accrual of Indemnification Obligation. Notwithstanding anything to the contrary in this Agreement, the Indemnitee shall have no right to indemnification against the Indemnitor for any Indemnification Claim which (i) does not involve a Third-Party Claim but is disputed by Indemnitor until such time as such dispute is resolved by written agreement or other means as the Parties otherwise may agree in writing, or (ii) which involves a Third-Party Claim until such time as such Third-Party Claim is concluded, including any appeals with respect thereto.
Appears in 6 contracts
Samples: Asset Purchase Agreement, Purchase and Sale Agreement (Apple Hospitality REIT, Inc.), Purchase and Sale Agreement (Carey Watermark Investors Inc)
Accrual of Indemnification Obligation. Notwithstanding anything to the contrary in this Agreement, the Indemnitee shall have no right to indemnification (other than recovery of defense costs) against the Indemnitor for any Indemnification Claim which (i) does not involve a Third-Party Claim Claim, but is disputed by Indemnitor until such time as such dispute is resolved by written agreement or other means as the Parties otherwise may agree in writingIndemnitor, or (ii) which involves a Third-Party Claim Claim, until such time as such dispute or Third-Party Claim is concluded, including any appeals with respect thereto.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (IMH Financial Corp), Purchase and Sale Agreement (Pebblebrook Hotel Trust), Purchase and Sale Agreement (Pebblebrook Hotel Trust)
Accrual of Indemnification Obligation. Notwithstanding anything to the contrary in this Agreement, the Indemnitee shall have no right to indemnification against the Indemnitor for any Indemnification Claim which (i) does not involve a Third-Party Claim but is disputed by Indemnitor until such time as such dispute is resolved by written agreement or other means as the Parties otherwise may agree in writingby a final, non-appealable order of court of competent jurisdiction or (ii) which involves a Third-Party Claim until such time as such Third-Party Claim is concluded, including any appeals with respect theretothereto in the case of a claim in litigation.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Global Medical REIT Inc.), Agreement of Sale and Purchase (CNL Healthcare Properties, Inc.), Asset Purchase Agreement (CNL Healthcare Trust, Inc.)
Accrual of Indemnification Obligation. Notwithstanding anything to the contrary in this Agreement, the Indemnitee shall have no right to indemnification against the Indemnitor for any Indemnification Claim which (i) does not involve a Third-Party Claim but is disputed by Indemnitor until such time as such dispute is resolved by court order or order by an applicable authority with competent jurisdiction, written agreement or other means as the Parties otherwise may agree in writing, or (ii) which involves a Third-Party Claim until such time as such Third-Party Claim is concluded, including any appeals with respect thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Westin Hotels LTD Partnership)
Accrual of Indemnification Obligation. Notwithstanding anything to the contrary in this Agreement, the Indemnitee shall have no right to indemnification against the Indemnitor for any Indemnification Claim (a) which (i) does not involve a Third-Party Claim but is disputed by Indemnitor the Indemnitor, until such time as such dispute is resolved by written agreement or by litigation or other means of alternative dispute resolution as the Parties otherwise may agree in writing, including any appeals with respect thereto, or (iib) which involves a Third-Party Claim Claim, until such time as such Third-Party Claim is concluded, including any appeals with respect thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Alpine Acquisition Corp.)
Accrual of Indemnification Obligation. Notwithstanding anything to the contrary in this Agreement, the Indemnitee shall have no right to indemnification against the Indemnitor for any Indemnification Claim which (i) does not involve a Third-Party Claim but is disputed by Indemnitor until such time as such dispute is resolved by written agreement or other means as the Parties otherwise may agree in writing, or (ii) which involves a Third-Party Claim Claim, except for Indemnification Claims under Sections 8.11 and/or 8.12 hereof, until such time as such Third-Party Claim is concluded, including any appeals with respect thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Clearview Hotel Trust, Inc.)
Accrual of Indemnification Obligation. Notwithstanding anything to the contrary in this Agreement, the Indemnitee shall have no right to indemnification against the Indemnitor for any Indemnification Claim which (i) does not involve a Thirdthird-Party Claim party claim but is disputed by Indemnitor until such time as such dispute is resolved by court order, written agreement or other means as the Parties parties otherwise may agree in writing, or (ii) which involves a Thirdthird-Party Claim party claim until such time as such Thirdthird-Party Claim party claim is concluded, including any appeals with respect thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Golf Trust of America Inc)
Accrual of Indemnification Obligation. Notwithstanding anything to the contrary in this Agreement, the an Indemnitee shall have no right to indemnification against the an Indemnitor for any Indemnification Claim which (i) does not involve a Third-Party Claim but and is disputed by Indemnitor until such time as such dispute is resolved by written agreement or other means as the Parties otherwise may agree in writing, or by litigation, or (ii) which involves a Third-Party Claim until such time as such Third-Party Claim is concluded, including any appeals with respect thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Comstock Homebuilding Companies, Inc.)
Accrual of Indemnification Obligation. Notwithstanding anything to the contrary in this Agreement, the Indemnitee shall have no right to indemnification against the Indemnitor for any Indemnification Claim which (i) does not involve a Third-Party Claim but is disputed by Indemnitor until such time as such dispute is resolved by court order or order by an applicable authority with competent jurisdiction, written agreement or other means as the Parties otherwise may agree in writing, or (ii) which involves a Third-Party Claim until such time as such Third-Party Claim is concluded, including any appeals with respect thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lasalle Hotel Properties)
Accrual of Indemnification Obligation. Notwithstanding anything to the contrary in this Agreement, the Indemnitee shall have no right to indemnification against the Indemnitor for any Indemnification Claim which (i) does not involve a Thirdthird-Party Claim party claim, but is disputed by Indemnitor Indemnitor, until such time as such dispute is resolved by written agreement or other means as the Parties otherwise may agree in writing, or (ii) which involves a Third-Party Claim until such time as such Third-Party Claim litigation is concluded, including any appeals with respect thereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Westin Hotels LTD Partnership)