Acquirer's Indemnity. The Acquirer agrees to indemnify and hold the Contributor, and its employees, directors, members, partners, affiliates and agents harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) which the Contributor may suffer or incur by reason of (a) any breach of its representations or warranties contained in Section 2.1 of this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Contributed Assets on or after to the Closing Date, and (c) the ownership or operation of the Property and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s operations at any time on or after the Closing Date.
Appears in 2 contracts
Samples: Contribution Agreement (Summit Hotel Properties, Inc.), Contribution Agreement (Summit Hotel OP, LP)
Acquirer's Indemnity. The Acquirer agrees to indemnify and hold the Contributor, BCC and its their respective employees, directors, members, partners, affiliates and agents harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ ' fees) which the Contributor may suffer or incur by reason of (a) any breach of its representations or warranties contained in Section 2.1 of this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Contributed Assets on or after to the Closing Date, and (c) the ownership or operation of the Property Project and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property Project or any portion thereof or with respect to the Property’s Project's operations at any time on or after the Closing Date.
Appears in 2 contracts
Samples: Contribution Agreement (Highland Hospitality Corp), Contribution Agreement (Highland Hospitality Corp)
Acquirer's Indemnity. The Acquirer agrees to indemnify and hold the each Contributor, and its each Contributor's employees, directors, members, partners, affiliates and agents (each of which is an "Indemnified Contributor Party") harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) Losses which the Indemnified Contributor Party may suffer or incur by reason of (a) any breach of its the Acquirer's representations or warranties contained in Section 2.1 of this Agreement, (b) the offering or sale of Common Stock in the Offering, (c) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Contributed Assets Company Interests or the operation of the Properties on or after to the Closing Date, and (cd) the ownership or operation of the Property Properties and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property Properties or any portion thereof or with respect to the Property’s Properties' operations at any time on or after the Closing Date.
Appears in 2 contracts
Samples: Contribution Agreement (Education Realty Trust, Inc.), Contribution Agreement (Education Realty Trust, Inc.)
Acquirer's Indemnity. The Acquirer agrees to indemnify and hold the Contributor, and its the Contributor's employees, directors, members, partners, affiliates and agents (each of which is an "Indemnified Contributor Party") harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) Losses which the Indemnified Contributor Party may suffer or incur by reason of (a) any breach of its the Acquirer's representations or warranties contained in Section 2.1 of this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Contributed Assets Company Interests or the operation of the Property on or after to the Closing Date, and (c) the ownership or operation of the Property and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s ' operations at any time on or after the Closing Date.
Appears in 2 contracts
Samples: Contribution Agreement (Education Realty Trust, Inc.), Contribution Agreement (Education Realty Trust, Inc.)
Acquirer's Indemnity. The Acquirer agrees to indemnify and hold the Contributoreach Owner, and its each Owner's employees, directors, members, partners, affiliates affiliates, officers and agents (each of which is an "Indemnified Owner Party") harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) Losses which the Contributor Indemnified Owner Party may suffer or incur by reason of (a) any breach of its the Acquirer's representations or warranties contained in Section 2.1 of this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Contributed Assets Company or the operation of the Property on or after to the Closing Date, and (c) the ownership or operation of the Property and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s ' operations at any time on or after the Closing Date.
Appears in 2 contracts
Samples: Merger Agreement (Education Realty Trust, Inc.), Merger Agreement (Education Realty Trust, Inc.)
Acquirer's Indemnity. The Acquirer agrees to indemnify and hold the each Contributor, and its each Contributor's employees, directors, members, partners, affiliates and agents (each of which is an "Indemnified Contributor Party") harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) Losses which the Indemnified Contributor Party may suffer or incur by reason of (a) any breach of its the Acquirer's representations or warranties contained in Section 2.1 of this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Contributed Assets Company Interests or the operation of the Property on or after to the Closing Date, and (c) the ownership or operation of the Property and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s ' operations at any time on or after the Closing Date.
Appears in 2 contracts
Samples: Contribution Agreement (Education Realty Trust, Inc.), Contribution Agreement (Education Realty Trust, Inc.)
Acquirer's Indemnity. The Acquirer agrees to indemnify and hold the Contributor, BCC and its their respective employees, directors, members, partners, affiliates and agents harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ ' fees) which the Contributor may suffer or incur by reason of (a) any breach of its representations or warranties contained in Section 2.1 of this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Contributed Assets or the operation of the Project on or after to the Closing Date, and (c) the ownership or operation of the Property Project and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property Project or any portion thereof or with respect to the Property’s Project's operations at any time on or after the Closing Date.
Appears in 1 contract
Acquirer's Indemnity. The Acquirer agrees to indemnify and hold the Contributor, and its the Contributor's employees, directors, members, partners, affiliates and agents (each of which is an "Indemnified Contributor Party") harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) Losses which the Indemnified Contributor Party may suffer or incur by reason of (a) any breach of its the Acquirer's representations or warranties contained in Section 2.1 of this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership or the operation of the Contributed Assets Property on or after to the Closing Date, and (c) the ownership or operation of the Property and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s ' operations at any time on or after the Closing Date.
Appears in 1 contract
Samples: Contribution Agreement (Education Realty Trust, Inc.)