Contributor’s Indemnity. Each Contributor agrees to indemnify and hold the Acquiror, the REIT, and 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 Acquiror or the REIT may suffer or incur by reason of any breach of its representations or warranties contained in this Agreement, and by reason of any act or cause of action occurring or accruing prior to the Closing Date and arising from the ownership of the Contributed Assets and the operation of the Hotel prior to the Closing Date.
Contributor’s Indemnity. The Contributor agrees to indemnify and hold the Acquirer, the REIT, and 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 Acquirer or the REIT may suffer or incur by reason of any breach of its representations or warranties contained in this Agreement, and by reason of any act or cause of action occurring or accruing prior to the Closing Date and arising from the ownership of the Contributed Assets prior to the Closing Date.
Contributor’s Indemnity. (a) A&O hereby agrees to indemnify and hold each of the Acquirer, the REIT, and each of their respective employees, directors, members, partners, affiliates and agents (each of which is an "Indemnified Acquirer Party") harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") which the Indemnified Acquirer Party may suffer or incur by reason of (a) any breach of A&O's representations or warranties contained in Section 2.2 of this Agreement, (b) any act or cause of action occurring or accruing prior to the Closing Date and arising from the ownership of the Company Interests prior to the Closing Date, and (c) the ownership or operation of the Properties and relating to the period prior to 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 prior to the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Properties or any portion thereof or with respect to the Properties' operations at any time prior to the Closing Date.
(b) FSPP I and FSPP II hereby agrees to jointly and severally indemnify and hold each of the Indemnified Acquirer Parties harmless of and from all Losses which any Indemnified Acquirer Party may suffer or incur by reason of any breach of the representations or warranties contained in Section 2.3 of this Agreement.
Contributor’s Indemnity. The Contributor hereby agrees to indemnify and hold each of the Acquirer, the REIT, and each of their respective employees, directors, members, partners, affiliates and agents (each of which is an "Indemnified Acquirer Party") harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") which the Indemnified Acquirer Party may suffer or incur by reason of (a) any breach of the Contributor's representations or warranties contained in Section 2.2 of this Agreement, (b) any act or cause of action occurring or accruing prior to the Closing Date and arising from the ownership of the Company Interests prior to the Closing Date, and (c) the ownership or operation of the Property and relating to the period prior to 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 prior to 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' operations at any time prior to the Closing Date.
Contributor’s Indemnity. The Contributor hereby agrees to indemnify and hold the Partnership and its successors and assigns, ATA, and 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 they may suffer or incur by reason of (a) any breach by the Contributor of its representations or warranties contained in this Agreement, (b) any act or cause of action occurring or accruing prior to the Subsequent Closing Date and arising from the ownership of the Interests or the Contributed Entity prior to the Subsequent Closing Date, and (c) the ownership or operation of the Contributed Entity or the Property and relating to the period prior to the Subsequent 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 prior to the Subsequent 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 prior to the Subsequent Closing Date.
Contributor’s Indemnity. Subject to the limitations set forth in Section 7.3 above and Sections 10.5 and 10.6 below, Contributors hereby agree, jointly and severally, to indemnify, hold harmless and defend CBL/OP and the Company and any officer, director, partner, employee and/or agent of CBL/OP or the Company from and against any and all Losses arising out of or resulting from (i) any default by Property Owner on or prior to Closing under the Tenant Leases, the Service Contracts or the Operating Agreement; (ii) the breach or inaccuracy of any representation or warranty made by Property Owner and/or Contributors in this Agreement or the Closing documents delivered by Property Owner and/or Contributors; (iii) any third party tort claim with respect to the Property that arises or arose as the result of any injury or damage occurring on or prior to Closing; (iv) the failure of Property Owner, and/or Contributors to perform any of their covenants (I) set forth in Article VIII of this Agreement, (II) or such other covenants set forth in this Agreement that are to be performed after the Closing; or (v) any claims by Property Owner's employees, including, but not limited to, any claims related to any termination of such employees' employment and any unpaid wages, severances, bonuses, and retirement packages; provided, however, that nothing in this Section 10.4.2 shall obligate Contributors and/or Property Owner to indemnify, hold harmless or defend CBL/OP with regard to any Losses arising from (1) any continuing condition of the Property as of the Closing Date which CBL/OP has agreed to accept in its "AS-IS, WHERE-IS" condition as of the Closing Date, or (2) any matter for which CBL/OP has agreed to release Property Owner and Contributors pursuant to Section 9.5 of this Agreement, or (3) any matter described in the last sentence of Section 7.5.
Contributor’s Indemnity. Each Contributor hereby, jointly and severally, agrees to indemnify and hold the Operating Partnership and its respective employees, directors, partners, affiliates and agents harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) which the Operating Partnership may suffer or incur by reason of any breach of such Contributor’s representations or warranties contained in this Agreement and any exhibit or attachment to this Agreement or breach of any covenant or agreement made or to be performed by any Contributor pursuant to this Agreement, including any Exhibit hereto.
Contributor’s Indemnity. Contributor hereby agrees to indemnify, defend and hold harmless Company and its officers, shareholders, directors, employees and agents against any and all losses, liabilities, fines and penalties and damages (including, without limitation, any damages or injury to persons, property or the environment as provided hereunder), or actions or claims in respect thereof, except for liabilities specifically assumed by the Company pursuant to the terms of this Agreement (including, without limitation, amounts paid in settlement and reasonable cost of investigation, reasonable attorneys' fees and other legal expenses) resulting from claims (whether or not ultimately successful) to which the Company or any of its officers, shareholders, directors, employees and agents may become subject or which the Company or any of its officers, shareholders, directors, employees and agents may suffer or incur either directly or indirectly, insofar as such losses, liabilities or damages (or actions or claims in respect thereto) arising out of, are with respect to, or are based upon:
(i) the inaccuracy in any material respect of any representation or warranty, or a breach of any covenant of the Contributor contained herein;
(ii) any obligations, liabilities or charges of the Contributor not expressly assumed by the Partnership except to the extent that Partnership receives a credit therefor on the closing statement;
(iii) any misrepresentation in, or omission of a material fact from, any certificate or instrument of transfer or conveyance to be furnished to the Company by or on behalf of the Contributor under this Agreement;
(iv) the ownership or operation of the Property on or prior to the Closing Date;
(v) any claim by any person for any leasing fee or commission in connection with any Lease (except for extensions or modifications of the Motorola Lease or commission in connection with Motorola's exercise of its purchase option);
(vi) any claim by said current manager of the Property for any payment of commissions or fees for services rendered in connection with the Property prior to the Closing Date; or
(vii) any claim by any employee employed by Contributor in the operation of the Property whose employment was terminated at closing at Company's request, or whose claim arose prior to the Closing Date.
Contributor’s Indemnity. Contributors jointly and severally agree to indemnify and hold FLLP and General Partner harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) which FLLP or General Partner may suffer or incur by reason of any act or cause of action occurring or accruing prior to the Closing Date and arising from the ownership or operation of the Contributed Assets prior to the Closing Date.
Contributor’s Indemnity. Each Contributor agrees to indemnify and hold Acquiror and its affiliates harmless against and from all liabilities, losses, damages, claims, costs, and expenses (including reasonable attorneys’ fees) that Acquiror or its affiliates may suffer or incur by reason of, arising out of or relating to any breach of the representations, warranties, covenants or agreements made by such Contributor in this Agreement or in any document, certificate or instrument delivered by such Contributor to Acquiror in connection with the Closing.
