Indemnification by Contributors. The Contributors 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 Contributors of any of its representations, warranties, covenants or obligations set forth herein or in any other document delivered by the Contributors pursuant hereto.
Indemnification by Contributors. Each Contributor hereby agrees to indemnify and hold harmless the Operating Partnership and its affiliates and each of their respective directors, managers, officers, employees, agents, representatives and affiliates (each of which is an "Indemnified Party") from and against any and all losses, claims, liabilities, damages, costs and expenses ("Loss") asserted against, imposed upon or incurred by the Indemnified Party in connection with or as a result of any breach of a representation or warranty of such Contributor contained in this Contribution Agreement or in any document delivered by the Contributor pursuant to this Contribution Agreement (with any such breach being determined solely for purposes of this Section 5.3 without regard to whether such breach has a Material Adverse Effect on the Operating Partnership). In addition, EOH and EGI hereby agree to indemnify and hold harmless the Operating Partnership from and against any and all Losses asserted against, imposed upon or incurred by the Operating Partnership as a result of its ownership or operation of the Management Business but only to the extent that such Losses are attributable to the period prior to the Closing Date.
Indemnification by Contributors. Subject to the other terms and conditions of this Article 9, from and after the Closing, Contributors, jointly and severally, shall indemnify and defend Acquiror and its Affiliates (including the Company) 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 Contributors. The Contributors hereby indemnify and hold the Acquirer 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 Acquirer, whether before or after Closing, (i) as a result of any breach by the Contributors of any of their representations, warranties, covenants or obligations set forth herein or in any other document delivered by the Contributors pursuant hereto, (ii) relating to any suits, litigation or actions brought against any Contributors, the Subject Company or the Property Owner prior to the Closing Date, (iii) in connection with any and all liabilities and obligations of the Subject Company or the Property Owner 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 Contributors. Subject to the terms of this Article XIV, Contributors shall, severally and not jointly as more fully described below, indemnify and hold harmless ETP, its general partner and their respective partners, members, managers, directors, officers, employees, consultants and permitted assigns (collectively, the “ETP Indemnitees” and, together with Contributor Indemnitees, the “Indemnitees”) to the fullest extent permitted by applicable Law, from and against Losses incurred, as follows:
Indemnification by Contributors. Subject to the terms and conditions of this Article IX, each Contributor, solely with respect to himself, hereby agrees, severally and not jointly, to indemnify, defend and hold harmless Acquirer and its direct and indirect Subsidiaries (including the Acquired Entities after the Closing) and their respective directors, stockholders, officers, partners, members, employees, agents, consultants, attorneys, representatives, successors, transferees and assigns (collectively, “Acquirer Indemnitees”) from and against all Claims and all Damages asserted against, imposed upon or incurred by any such Person, directly or indirectly, by reason of, arising out of or resulting from (a) any breach of any representation or warranty of such Contributor contained in this Agreement or (b) any breach of any covenant or agreement of such Contributor contained in or made pursuant to this Agreement.
Indemnification by Contributors. 33 9.2 Indemnification by PREIT.................................................................. 33 9.3
Indemnification by Contributors. The Contributors shall jointly and severally indemnify, defend and hold harmless PREIT and the Partnership (collectively, "Buyer Indemnified Persons") against and in respect of any and all losses, costs, expenses (including, without limitation, costs of investigation and reasonable defense and attorneys' fees), claims, damages, obligations, liabilities or diminutions in value, whether or not involving a third party claim (collectively, "Damages"), arising out of, based upon or otherwise in respect of: (a) any inaccuracy in or breach of any representation or warranty of either Contributor made in or pursuant to this Agreement (including, without limitation, the certificate referred in Section 7.3(a)(ii), which, for this purpose will be deemed to have stated, inter alia, that the Contributors' representations and warranties in this Agreement were true and correct as of the Closing Date as if made on the Closing Date); (b) any breach or nonfulfillment of any covenant or obligation of either Contributor contained in this Agreement; or (c) any of the matters set forth on Schedule 9.1(c) hereto.
Indemnification by Contributors. The Contributors, jointly and severally (each, for purposes of Sections 14.1 and 14.2, a "Contributor Indemnifying Party"), shall indemnify, defend and hold harmless the Partnership, the Company and their respective shareholders, partners, trustees, officers, agents, representatives, employees, Affiliates, successors and assigns (collectively, for purposes of this paragraph, the "Company Indemnified Parties") from and against any and all losses, damages, claims, liabilities, actions, suits, proceedings and costs and expenses of investigation or defense thereof, including attorneys' fees payable as incurred, arising out of or relating to any (a) misrepresentation or breach of warranty by such Contributor Indemnifying Party or nonfulfillment of any covenant or agreement to be performed or complied with by such Contributor Indemnifying Party under this Agreement and any agreement, document, instrument, certificate, schedule or exhibit contemplated hereby; (b) untrue or incomplete statement of a material fact contained in any statement or information provided by such Contributor Indemnifying Party or based on any omission to state therein a material fact required to be stated therein or other information necessary to make the statements therein not misleading; (c) any debts, liabilities or obligations (whether known or unknown, disputed or undisputed, fixed, contingent or otherwise) associated with or relating to any of the Contributor Indemnifying Parties, their officers, directors, partners, trustees or Affiliates or the Properties, or secured by any of the Contributor Indemnifying Parties, or by any of the Properties, except those specified on Schedule 9.23 hereto, including any obligations under any of the Leases and Service Contracts, to the extent any such obligation was to be performed prior to the Closing Date, or was to be performed after the Closing Date as a result of a breach or default under any of the Leases or Service Contracts by the Contributor Indemnifying Parties or their Affiliates prior to the Closing Date; (d) any action taken, or any failure to act, by such Contributor Indemnifying Party in connection with this transaction and the transactions contemplated herein constituting a breach of this Agreement or any agreement, document or instrument contemplated hereby or a breach of a duty owed to any person, including, without limitation, any action taken to redeem or otherwise liquidate the interest of certain holders in anticipation of the ...
Indemnification by Contributors. Each Contributor for such Contributor only, and for no other 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 be asserted against or suffered by any indemnitee, the Partnership or the Property, or any part thereof, whether before or after the Closing Date, as a result of, on account of or arising from any breach of any representation, warranty, covenant or agreement on the part of such Contributor set forth in Section 5 herein or in any instrument or document related thereto delivered pursuant to this Agreement. The indemnification set forth in this Section 15(a) shall survive Closing without limitation.
