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. 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:
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. (a) Contributor (the “Indemnifying Party”) agrees to the fullest extent permitted by applicable law, to indemnify and hold Contributee (and its officers, directors, employees and agents) (each, an “Indemnitee”) harmless against all losses, liabilities, obligations, damages, penalties, fines, forfeitures, legal fees, and related costs and judgments and other costs, disbursements, fees and reasonable expenses imposed upon or incurred by or asserted against any Indemnitee (collectively, “Liabilities,” and each a “Liability”) or any Action arising out of or relating to, or resulting from (i) the breach by the Indemnifying Party of any representation, warranty or covenant under this Agreement, (ii) the Indemnifying Party’s negligence, bad faith or willful misconduct or (iii) with respect to any Contributed Asset, any Pre-Closing Date Liability payable by Contributee; provided, however, that there shall be no indemnification under this Section 4.04(a) for a breach of any representation, warranty or covenant relating to any Contributed Asset set forth in Section 4.03 hereof so long as Contributor has complied with Section 4.04(b).
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:
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:
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 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.
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
