Indemnification by Contributor. The Contributor hereby indemnifies and holds the Acquiror harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorneys' fees), subject to Section 9.11 that may at any time be incurred by the Acquiror, whether before or after Closing, as a result of any breach by the Contributor of any of its representations, warranties, covenants or obligations set forth herein or in any other document delivered by the Contributor pursuant hereto.
Indemnification by Contributor. Each Contributor who ------------------------------ participates in an offering or sale of Registrable Shares (and each permitted assignee of such a Contributor, on a several basis) agrees to indemnify and hold harmless the Company, each person (if any) who participates as an underwriter in any offering and sale of Registrable Shares and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and affiliates, as follows:
(a) against any and all Loss and expense whatsoever, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which the Registrable Shares were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(b) against any and all Loss and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of each such Contributor (which consent will not be unreasonably withheld); and
(c) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any Loss or any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the...
Indemnification by Contributor. Subject to the provisions of Section 18(m), Contributor hereby indemnifies and agrees to defend and hold harmless FWRLP and its partners and subsidiaries and any officer, director, employee, agent of any of them, and their respective successors and assigns from and against any and all claims, expenses, costs, damages, losses and liabilities (including reasonable attorneys' fees) which may at any time be asserted against or suffered by FWRLP, any indemnitee, or the Property, or any part thereof, whether before or after the Closing Date, as a result of, on account of or arising from (i) any breach of any covenant, representation, warranty or agreement on the part of Contributor or its Partners made herein or in any instrument or document delivered pursuant to this Agreement, and/or (ii) any obligation, claims, suit, liability, contract, agreement, debt or encumbrance or other occurrence created, arising or accruing on or prior to the Closing Date, regardless of when asserted, and relating to the Contributor or the Property or its operations. To the extent an indemnification obligation under clause (i) above arises out of a breach by any Partner of the several representations and warranties set forth in Section 5(v) hereof, only the Partner responsible for such breach shall be obligated to indemnify FWRLP hereunder.
Indemnification by Contributor. Subject to the other terms and conditions of this Article 10, from and after the Closing, Contributor shall indemnify and defend Acquiror and its Affiliates (including the Subject Entities) and their respective representatives, including directors, managers, officers, employees, consultants, financial advisors, counsel and accountants (collectively, the “Acquiror Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses actually incurred or sustained by, or imposed upon, the Acquiror Indemnitees as a result of:
(a) any breach of any of the representations or warranties of Contributor, the Subject Entities, the Contributor Group, Retail Parent or their respective Affiliates contained in this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date;
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Contributor, the Retail Entities, the Contributor Group, Retail Parent or their respective Affiliates pursuant to this Agreement;
(c) Contributor Taxes;
(d) any liability arising under or with respect to any Employee Benefit Plan (i) as a result of the failure of such Employee Benefit Plan to be operated, maintained or administered in accordance with its terms and applicable Law; and/or (ii) as a result of a Controlled Group Liability arising prior to or as a result of actions prior to the date of this Agreement;
(e) any liability arising with respect to a Registration Default (as such term is defined in each of the April 0000 XXX and the July 2015 RRA) under the April 0000 XXX or the July 2015 RRA, where such Registration Default occurs as a result of Contributor’s failure to provide the financial statements pursuant to Section 7.11;
(f) any liability arising with respect to the assets or Subsidiaries of SUN R&M that are not included in or owned by SUN Retail as a result of the completion of the Division; and
Indemnification by Contributor. The Contributor hereby indemnifies and holds the Acquiror harmless from and against any and all suits, actions, claims, costs, penalties, damages, losses, liabilities and expenses, subject to Section 9.11 that may at any time be incurred by the Acquiror, whether before or after Closing, (i) as a result of any breach by the Contributor of any of his representations, warranties, covenants or obligations set forth herein or in any other document delivered by the Contributor pursuant hereto, (ii) relating to any suits, litigation or actions brought against any Contributor or the LLC prior to the Closing Date, (iii) in connection with any and all liabilities and obligations of the LLC occurring, accruing or arising prior to the Closing Date, and/or (iv) as a result of or in connection with the use or operation of the Property prior to the Closing Date.
Indemnification by Contributor. Contributor shall indemnify the others in respect of, and hold the others harmless on an after-Tax basis, against (x) Taxes resulting from, relating to, or constituting a breach of any representation contained in Section 2 hereof, (y) the failure to perform any covenant or agreement set forth in this Article VIII, and (z), without duplication, the following Taxes with respect to such Contributor:
(i) Any and all Taxes due and payable by any of such Contributor for any Pre-Closing Period or any Pre-Closing Straddle Period; and
(ii) Any liability of any of such Contributor for Taxes of other entities whether pursuant to Treasury Regulation Section 1.15026 (or comparable or similar provisions under state, local or foreign law), as transferee or successor or pursuant to any contractual obligation for any Pre-Closing Period or any Pre-Closing Straddle Period. The amounts specified in paragraphs (i) and (ii) shall be reduced (but not below zero) by the amount of any estimated Tax payments made on or before the Closing Date.
Indemnification by Contributor. Contributor shall defend, indemnify and hold harmless Company, its affiliates and their respective stockholders, members, directors, managers, officers, employees, representatives and agents from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or relating to:
(a) any inaccuracy in or breach of any of the representations or warranties of Contributor contained in this Agreement or any document delivered in connection herewith;
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Contributor pursuant to this Agreement or any document delivered in connection herewith; and
(c) the Retained Liabilities.
Indemnification by Contributor. Contributor agrees to indemnify, defend, and hold VHC and its stockholders, subsidiaries, officers, directors, employees, agents, successors, and assigns (such indemnified persons are collectively hereinafter referred to as the “VHC Indemnified Parties”) harmless from and against any and all loss, liability, damage, or deficiency (including interest, penalties, judgments, costs of preparation and investigation, and attorneys’ fees) (collectively “Losses”) that any of the VHC Indemnified Parties may suffer, sustain, incur, or become subject to arising out of or due to: (i) the non- fulfillment of any covenant, undertaking, agreement, or other obligation of Contributor under this Agreement or any of the other Transaction Documents, or (ii) any misstatement, breach of, or inaccuracy of any representation or warranty of Contributor hereunder or thereunder.
Indemnification by Contributor. Subject to the provisions of Section 10.10, the Contributor hereby indemnifies and holds the Acquiror harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorneys' fees), net of any insurance proceeds, income tax benefits, or other benefits or recoveries, that may at any time be incurred by the Acquiror, whether before or after Closing, as a result of any breach by the Contributor of any of its representations, warranties, covenants or obligations set forth herein or in any other document delivered by the Contributor pursuant hereto to the extent claims of the Acquiror arising under such breaches exceed in the aggregate $500,000. If the Contributor makes a distribution to its partners of Preferred Partnership Units during the time period set forth in Section 10.10(a)(ii) hereof, then for such period only the liability of the partners of Contributor shall be joint and several to the extent the loss exceeds the assets of Contributor, but shall be limited to the value of the Preferred Partnership Units thus distributed. After that time the liability of Contributor's partners shall be several in proportion to the aggregate amount of Preferred Partnership
Indemnification by Contributor. Subject to the provisions of Section 10.10, the Contributor hereby indemnifies and holds the Acquiror harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorneys' fees), net of any insurance proceeds, income tax benefits, or other benefits or recoveries, that may at any time be incurred by the Acquiror, whether before or after Closing, as a result of any breach by the Contributor of any of its representations, warranties, covenants or obligations set forth herein or in any other document delivered by the Contributor pursuant hereto to the extent claims of the Acquiror arising under such breaches exceed in the aggregate $500,000. If the Contributor makes a distribution to its partners of Preferred Partnership Units during the time period set forth in Section 10.10(a)(ii) hereof, then for such period only the liability of the partners of Contributor shall be joint and several to the extent the loss exceeds the assets of Contributor, but shall be limited to the value of the Preferred Partnership Units thus distributed. After that time the liability of Contributor's partners shall be several in proportion to the aggregate amount of Preferred Partnership Units each such partner receives for the Property being contributed pursuant to this Agreement, as compared to the total amount of Preferred Partnership Units being received by Contributor to the extent such Preferred Partnership Units have been distributed. The liability of Contributor under this Agreement shall be limited to the sum of the value of Preferred Partnership Units received by Contributor under this Agreement and the liability of each partner shall be its prorata share of such Preferred Partnership Units to the extent received by such partner. For purposes of this paragraph, the Preferred Partnership Units shall be deemed to have a fair market value equal to the face value. All indemnification obligations of the partners under this Article IX may be satisfied by payment in Preferred Partnership Units (or Common Partnership Units or REIT Shares, if converted) which will be deemed to have the same value on the payment date as the value of the Preferred Partnership Units on the Closing Date.
