Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11.
Appears in 12 contracts
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Viii Lp), Purchase and Sale Agreement (Wells Real Estate Fund Ix Lp), Purchase and Sale Agreement (Wells Real Estate Fund Xi L P)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 3.3(b), Section 10.1, and this Article 1112.
Appears in 6 contracts
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Xiii L P), Purchase and Sale Agreement (Wells Mid-Horizon Value-Added Fund I LLC), Purchase and Sale Agreement (Wells Mid-Horizon Value-Added Fund I LLC)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XI.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (American Realty Capital New York City REIT, Inc.), Purchase and Sale Agreement (DDR Corp), Purchase and Sale Agreement (Glimcher Realty Trust)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XII.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Prime Group Realty Trust), Purchase and Sale Agreement (Prime Group Realty Trust), Option Agreement (Prime Group Realty Trust)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XI, which indemnifications shall survive the Closing as provided in this Article XI without limitation.
Appears in 3 contracts
Samples: Agreement of Purchase and Sale, Agreement of Purchase and Sale, Purchase and Sale Agreement
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which expressly survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XII, except as it relates to the Uncapped Obligations.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Strategic Student & Senior Housing Trust, Inc.), Purchase and Sale Agreement (Strategic Student & Senior Housing Trust, Inc.), Purchase and Sale Agreement (Strategic Student & Senior Housing Trust, Inc.)
Indemnification as Sole Remedy. If the Closing has occurred, in addition to any rights of the parties at law or in equity, the GC Warranty and the Guaranty, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of or any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11IX.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Associated Estates Realty Corp), Purchase and Sale Agreement (Associated Estates Realty Corp)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which expressly survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11, except as it relates to re-proration obligations under Article 10 and the indemnification obligations under Section 7.1 and Section 14.2.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.), Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.), Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XI, prorations obligations under Article X and the indemnification obligations under Section 15.2.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale, Purchase and Sale Agreement (Forestar Group Inc.)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which expressly survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11, except as it relates to proration obligations under Article 10 and the indemnification obligations under Section 7.1 and Section 14.2.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.), Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c2.1(c), Section 10.110.2, and this Article 119.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Xiii L P), Purchase and Sale Agreement (Griffin Capital Essential Asset REIT, Inc.)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or for any Closing Document which survives the Closing shall be the indemnifications provided for under Section Sections 3.1(c), Section 10.1, 11.1 and this Article 1112.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Cousins Properties Inc), Purchase and Sale Agreement (Cousins Properties Inc)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of or any representation, warranty, or covenant or other provision of this Agreement or any Closing Document (other than the Registration Rights Agreement) which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XI. Neither party shall have any liability to the other party for consequential, indirect, exemplary or punitive damages resulting from any breach of any representation or warranty.
Appears in 1 contract
Samples: Purchase and Sale Agreement (DiamondRock Hospitality Co)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which expressly survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11.XI, except as it relates to proration obligations under Article X and the indemnification obligations under Section 7.1 and Section 14.2. 37 ARTICLE XII
Appears in 1 contract
Samples: Purchase and Sale Agreement
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which expressly survives the Closing shall be the indemnifications provided for under Section 3.1(c2.1(d), Section 10.110.2, and this Article 119. In no event shall Purchaser file any lis pendens, injunction or other form of attachment against the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Xiii L P)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of or any representation, warranty, or covenant or other provision of this Agreement or any Closing Conveyance Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XI.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Glimcher Realty Trust)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which expressly survives the Closing shall be the indemnifications provided for under this Article XI, except as it relates to prorations obligations under Article X and the indemnification obligations under Section 3.1(c)7.1, Section 10.1, 14.2 and this Article 11Section 15.2.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Douglas Emmett Inc)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of or any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XI. Neither party shall have any liability to the other party for consequential, indirect, exemplary or punitive damages resulting from any breach of any representation or warranty.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pebblebrook Hotel Trust)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 3.3(b), Section 10.1, and this Article 1112. This limitation shall not apply to any representation, warranty or covenant contained in any closing document delivered at Closing except as expressly set forth therein.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Ix Lp)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which expressly survives the Closing shall be the indemnifications provided for under this Article XI, except as it relates to prorations obligations under Article X and the indemnification obligations under Section 3.1(c)9.1, Section 10.1, 15.1 and this Article 11Section 16.2.
Appears in 1 contract
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XI.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Shopco Regional Malls Lp)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 3.3(b), Section 10.1, and this Article 11.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Ii)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which expressly survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XI, except as it relates to proration obligations under Article X and the indemnification obligations under Section 7.1 and Section 14.2.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Resource Real Estate Opportunity REIT II, Inc.)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall will be the indemnifications provided for under Section 3.1(c), Section 3.3(b), Section 10.1, and this Article 11.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Ii)
Indemnification as Sole Remedy. If the Closing has occurredoccurred with respect to an Asset, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of or any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XI.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Realty Capital Properties, Inc.)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which expressly survives the Closing shall be the indemnifications provided for under Article XI, except as it relates to prorations obligations under Article X and the indemnification obligations under Section 3.1(c)7.1, Section 10.1, 14.2 and this Article 11Section 15.2.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Realty Capital New York City REIT, Inc.)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XI, which indemnifications shall survive the Closing as provided in this Article XI.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Interstate Hotels & Resorts Inc)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or in any Closing Document Schedule, certificate, instrument or other document delivered pursuant hereto which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XI.
Appears in 1 contract
Samples: Purchase and Sale Agreement (HRPT Properties Trust)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party Party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document document delivered at Closing which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 1112, which indemnifications shall survive the Closing as provided in this Article 12.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Chesapeake Lodging Trust)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which expressly survives the Closing shall be the indemnifications provided for under this Article XI, except as it relates to prorations obligations under Article X and the indemnification obligations under Section 3.1(c)9.1, Section 10.1, 15.2 and this Article 11Section 15.20.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Industrial Logistics Properties Trust)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(cthis Article XI (or under any other provision of this Agreement which otherwise expressly survives the Closing), Section 10.1, and which indemnifications shall survive the Closing as provided in this Article 11XI without limitation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ryman Hospitality Properties, Inc.)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c2.1(d), Section 10.110.2, and this Article 119.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Fund Xiii L P)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.111.1, and this Article 1112.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cousins Properties Inc)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under this Section 3.1(c), 12.3. The terms and provisions of this Section 10.1, and this Article 1112.3 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Parkway Properties Inc)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XI.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Investment Trust Inc)
Indemnification as Sole Remedy. If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of or any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11XI. Neither party shall have any liability to the other party for consequential, indirect, exemplary or punitive damages resulting from any breach of any representation or warranty. The obligations under this Article XI shall survive the Closing in accordance with the terms hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ashford Hospitality Prime, Inc.)
