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.
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Samples: Interest Contribution Agreement (Landmark Apartment Trust of America, Inc.)
Contributor’s Indemnity. The Contributor hereby agrees to indemnify and hold the Partnership and its successors and assignsAcquirer, ATAthe 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 they the Acquirer or the REIT may suffer or incur by reason of (a) any breach by of the Contributor of its representations or warranties contained in Section 2.2 of 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 Assets 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.
Appears in 1 contract
Samples: Contribution Agreement (Summit Hotel Properties, Inc.)
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.
Appears in 1 contract
Samples: Interest Contribution Agreement (Landmark Apartment Trust of America, Inc.)
Contributor’s Indemnity. The Contributor hereby agrees to indemnify and hold the Partnership and its successors and assignsAcquirer, ATAthe 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 they the Acquirer or the REIT may suffer or incur by reason of (a) any breach by of the Contributor of its representations or warranties contained in Section 2.2of 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 Assets 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.
Appears in 1 contract