Common use of Indemnification by the Buyer Parties Clause in Contracts

Indemnification by the Buyer Parties. (a) The Buyer Parties covenant and agree, on the terms and subject to the limitations set forth in this Agreement, from and after the Closing, to indemnify, defend and hold harmless the Seller Parties, and the Seller Parties’ officers, directors, employees and agents (collectively, the “Indemnified Parties”), from and against its reasonable attorneys’ fees, accounting fees, experts’ fees and costs of suit (collectively, “Losses”) relating to or resulting from any suit, action or proceeding (“Claim”) brought by a holder of the Class A Common Stock of Parent (“Class A Stockholder”) against the Indemnified Parties that is based, in whole or in part, on allegations that the special committee of the Board of Directors, the Board of Directors or the officers of Parent took actions, or did not take actions, in connection with this Agreement or the transactions contemplated hereby that resulted in damages to Parent or the Class A Stockholders; provided, however, that (i) under no circumstances shall the Buyer Parties have any obligation to indemnify the Indemnified Parties from or against any Losses arising from any breach of a duty owed by any Indemnified Party to the Class A Stockholders; and (ii) under no circumstances shall the Buyer Parties have any obligation to indemnify the Indemnified Parties with respect to any claim between the Buyer Parties and any Indemnified Party. The Buyer Parties’ duty to indemnify shall not arise until the Claim has been (x) resolved by a final adjudication determining that the special committee of the Board of Directors, the Board of Directors or the officers of Parent is liable for damages to the Class A Stockholders for such special committee’s, Board of Directors’ or officers’ actions, or inactions, in connection with this Agreement or the transactions contemplated hereby (which final adjudication also holds that the Indemnified Party does not have any liability to the Class A Stockholders arising from any breach of a duty owed by any Indemnified Party to the Class A Stockholders) or (y) settled by execution of a definitive

Indemnification by the Buyer Parties. (a) The Buyer Parties covenant and agree, on the terms and subject Subject to the limitations set forth in this AgreementArticle XI, from and after the ClosingClosing Date, to indemnifyeach of the Buyer Parties, defend jointly and severally, shall indemnify and hold harmless the Seller Partiesand its Affiliates and their respective owners, and the Seller Parties’ officers, directors, employees employees, agents, successors and agents assigns (collectively, the “Seller Indemnified Parties”), ) from and against its reasonable attorneys’ fees, accounting fees, experts’ fees and costs of suit (collectively, “Losses”) relating to or any Covered Losses suffered by any such Seller Indemnified Party resulting from or arising out of: (i) the failure of any suit, action representation or proceeding (“Claim”) brought by a holder warranty set forth in Article V to be true and correct as of the Class A Common Stock Closing Date (or with respect to any such representation or warranty made as of Parent a specific date, the failure of such representations and warranties to be true and correct as of such date), in each case solely due to a Buyer Fraudulent Misrepresentation; or (“Class A Stockholder”ii) against any nonfulfillment or breach of any Post-Closing Covenant made by any of the Buyer Parties in this Agreement. (b) The Seller Indemnified Parties that is based, in whole or in part, on allegations that shall not be entitled to assert any indemnification pursuant to this Section 11.3 after the special committee expiration of the Board of Directors, the Board of Directors or the officers of Parent took actions, or did not take actions, applicable survival period referenced in connection with this Agreement or the transactions contemplated hereby that resulted in damages to Parent or the Class A StockholdersSection 11.1; provided, however, that if, on or prior to such expiration of the applicable survival period, a notice of claim shall have been given to Purchaser in accordance with Section 11.4 for such indemnification, the Seller Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article XI. (ic) under no circumstances Any indemnification of a Seller Indemnified Party pursuant to this Section 11.3 shall be effected by wire transfer or transfers of immediately available funds from the Buyer Parties have any obligation to indemnify an account or accounts designated in writing by the Indemnified Parties from or against any Losses arising from any breach of a duty owed by any applicable Seller Indemnified Party to Buyer within five (5) Business Days after the Class A Stockholders; and (ii) under no circumstances shall the Buyer Parties have any obligation to indemnify the Indemnified Parties with respect to any claim between the Buyer Parties and any Indemnified Party. The Buyer Parties’ duty to indemnify shall not arise until the Claim has been (x) resolved by a final adjudication determining that the special committee of the Board of Directors, the Board of Directors or the officers of Parent is liable for damages to the Class A Stockholders for such special committee’s, Board of Directors’ or officers’ actions, or inactions, in connection with this Agreement or the transactions contemplated hereby (which final adjudication also holds that the Indemnified Party does not have any liability to the Class A Stockholders arising from any breach of a duty owed by any Indemnified Party to the Class A Stockholders) or (y) settled by execution of a definitivedetermination thereof.

Indemnification by the Buyer Parties. (a) The Buyer Parties covenant and agree, on the terms and subject Subject to the limitations set forth in this AgreementArticle VI, from the Buyer Parties unconditionally, absolutely and after the Closingirrevocably agree to and shall defend, to indemnify, defend indemnify and hold harmless the Seller PartiesParties and their respective subsidiaries, and the Seller Parties’ shareholders, Affiliates, parents, officers, directors, employees employees, counsel, agents, contractors, successors, assigns, heirs and agents legal and personal representatives (collectively, the Seller Parties and such persons are collectively referred to as the “Seller Indemnified PartiesPersons”), ) from and against its reasonable attorneys’ feesany and all Losses, accounting feesand shall reimburse the Seller Indemnified Persons for, experts’ fees each and costs of suit (collectivelyevery Loss paid, “Losses”) imposed on or incurred by the Seller Indemnified Persons, directly or indirectly, relating to or to, resulting from or arising out of or any suit, action allegation by any third party of: (A) any inaccuracy in any representation or proceeding (“Claim”) brought by a holder warranty of the Class A Common Stock of Parent (“Class A Stockholder”) against the Indemnified Buyer Parties that is based, in whole or in part, on allegations that the special committee of the Board of Directors, the Board of Directors or the officers of Parent took actions, or did not take actions, in connection with under this Agreement or the transactions contemplated hereby that resulted in damages any agreement, certificate or other document delivered or to Parent or the Class A Stockholders; provided, however, that (i) under no circumstances shall be delivered by the Buyer Parties have pursuant hereto in any obligation to indemnify respect, whether or not the Seller Indemnified Parties from Persons relied thereon or against any Losses arising from had Knowledge thereof, or any breach or nonfulfillment of a duty owed by any Indemnified Party to the Class A Stockholders; and (ii) under no circumstances shall covenant, agreement or other obligation of the Buyer Parties have under this Agreement or any obligation agreement or document delivered pursuant hereto, (B) any Assumed Liability, but only to indemnify the Indemnified Parties with respect extent arising from obligations relating to any claim between the performance thereunder from and after the Closing Date or (C) the ownership, management or operation of the Assets after the Closing Date. The indemnification obligations of the Buyer Parties under this Section 6.3 shall survive the Closing and any Indemnified Party. The Buyer Parties’ duty to indemnify shall not arise until will terminate at the Claim has been (x) resolved by a final adjudication determining that the special committee of the Board of Directors, the Board of Directors or the officers of Parent is liable for damages to the Class A Stockholders for such special committee’s, Board of Directors’ or officers’ actions, or inactions, time specified in connection with this Agreement or the transactions contemplated hereby (which final adjudication also holds that the Indemnified Party does not have any liability to the Class A Stockholders arising from any breach of a duty owed by any Indemnified Party to the Class A Stockholders) or (y) settled by execution of a definitiveSection 6.5.

Indemnification by the Buyer Parties. (a) The After the Closing Date, the Buyer Parties covenant unconditionally, absolutely and agreeirrevocably agrees to and shall defend, on the terms and subject to the limitations set forth in this Agreement, from and after the Closing, to indemnify, defend indemnify and hold harmless the Seller PartiesSellers and their respective counsel, agents, contractors, successors, assigns, heirs and legal and personal representatives (the Sellers and such persons are collectively referred to as the "Sellers' Indemnified Persons") from and against, and shall reimburse the Seller Parties’ officersSellers' Indemnified Persons for, directorseach and every Loss paid, employees and agents (collectivelyimposed on or incurred by the Sellers' Indemnified Persons, the “Indemnified Parties”)directly or indirectly, from and against its reasonable attorneys’ feesrelating to, accounting fees, experts’ fees and costs of suit (collectively, “Losses”) relating to or resulting from or arising out of (a) any suit, action inaccuracy in any representation or proceeding (“Claim”) brought by a holder warranty of the Class A Common Stock Buyer Parties under this Agreement, whether or not the Sellers' Indemnified Persons relied thereon or had knowledge thereof, or any breach or nonfulfillment of Parent (“Class A Stockholder”) against the Indemnified Parties that is basedany covenant, in whole agreement or in part, on allegations that the special committee other obligation of the Board of Directors, the Board of Directors or the officers of Parent took actions, or did not take actions, in connection with Buyer Parties under this Agreement or any agreement or document delivered pursuant hereto; (b) all liabilities of the transactions contemplated hereby Company arising after the Closing Date that resulted in damages are not attributable to Parent the period of time on or prior to the Class A StockholdersClosing Date, including, but not limited to claims, demands and causes of action against the Company and/or the Buyer Parties arising from or related to the ownership or operation of the Company after the Closing Date; (c) all 37 Environmental Claims arising with respect to facts, conditions, events, operations and circumstances arising solely after the Closing Date; provided, however, that (i) under no in the event of any Environmental Claim that arises with respect to facts, conditions, events, operations and circumstances shall arising both before and after the Closing Date, the Buyer Parties have any obligation Parties' indemnification obligations shall be limited to indemnify such matters arising with respect to facts, conditions, events, operations and circumstances after the Indemnified Parties from or against any Losses arising from any breach of a duty owed by any Indemnified Party to the Class A StockholdersClosing Date; and (iid) under no any other facts or circumstances shall the Buyer Parties have in any obligation to indemnify the Indemnified Parties with respect to any claim between the Buyer Parties and any Indemnified Party. The Buyer Parties’ duty to indemnify shall not arise until the Claim has been (x) resolved by a final adjudication determining that the special committee of the Board of Directors, the Board of Directors or the officers of Parent is liable for damages manner relating to the Class A Stockholders for such special committee’s, Board of Directors’ or officers’ actions, or inactions, in connection with this Agreement or period after the transactions contemplated hereby (which final adjudication also holds that the Indemnified Party does not have any liability to the Class A Stockholders arising from any breach of a duty owed by any Indemnified Party to the Class A Stockholders) or (y) settled by execution of a definitiveClosing Date.

Indemnification by the Buyer Parties. (a) The Buyer Parties covenant From and agreeafter the First Closing, with respect to the purchase and sale of the IRT Common Stock, or the Second Closing, with respect to the purchase and sale of the Membership Interests and the Transferred Assets, on the terms and subject to the limitations set forth in conditions of this Agreement, from the Buyer Parties shall, jointly and after the Closingseverally, to indemnify, defend indemnify and hold harmless the Seller Parties, Parties and the Seller Parties’ officers, directors, employees and agents their respective Affiliates (collectively, the “Seller Indemnified Parties”)) against, from and against its reasonable attorneys’ feesreimburse any Seller Indemnified Party for, accounting fees, experts’ fees and costs of suit (collectively, “Losses”) relating to all Losses that such Seller Indemnified Party may suffer or resulting from any suit, action or proceeding (“Claim”) brought by a holder of the Class A Common Stock of Parent (“Class A Stockholder”) against the Indemnified Parties that is based, in whole or in part, on allegations that the special committee of the Board of Directors, the Board of Directors or the officers of Parent took actionsincur, or did not take actionsbecome subject to, in connection with this Agreement resulting or the transactions contemplated hereby that resulted in damages to Parent or the Class A Stockholders; provided, however, that arising from: (i) under no circumstances shall prior to their expiration in accordance with Section 12.01, the failure of any representations or warranties made by the Buyer Parties have in this Agreement to be true and correct as of the Second Closing Date (or, if such representations or warranties are made as of a specific date, as of such date) (it being understood that for purposes of this Section 12.03 and solely for purposes of determining Losses (but not determining the failure to be true and correct of any obligation representation or warranty), any qualifications in the text of any such representation or warranty relating to materiality or similar qualification shall be disregarded for purposes of determining whether such representation or warranty was true and correct); (ii) any breach or failure by the Buyer Parties to perform any of their covenants or agreements contained in this Agreement; (iii) (A) any Taxes imposed on the Advisor (including as transferee or successor) for taxable years or periods beginning after the Effective Time, (B) in the case of any Straddle Period, any Taxes imposed on the Advisor for the portion of such Straddle Period beginning after the Effective Time, (C) any Taxes imposed on or with respect to the Business, the Transferred Assets or the Assumed Liabilities for any Post-Second Closing Tax Period (other than any such Taxes imposed on the Advisor), and (D) any Transfer Taxes that are the Buyer Parties’ responsibility pursuant to Section 9.06; (iv) any Assumed Liability (other than items for which the Seller Parties are obligated to indemnify the Buyer Indemnified Parties from pursuant to Section 12.02); or (v) any obligation of IRT or against one of its Subsidiaries to indemnify Asset Seller pursuant to the property management agreements set forth on Schedule 12.03(a)(v) for losses occurring prior to the Closing Date. (b) Notwithstanding anything in this Agreement to the contrary: (i) The Buyer Parties shall not be required to indemnify or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses arising from any breach of a duty owed by any Indemnified Party pursuant to Section 12.03(a)(i) (other than with respect to the Class A Stockholders; and Buyer Fundamental Representations) until the aggregate amount of Seller Indemnified Parties’ Losses exceeds the Deductible Amount, at which point the Buyer Parties shall be obligated to indemnify the Seller Indemnified Parties for the entire amount of any such Losses; (ii) under no circumstances shall the cumulative indemnification obligation of the Buyer Parties have any obligation to indemnify the Indemnified Parties under Section 12.03(a)(i) (other than with respect to any claim between the Buyer Fundamental Representations) shall in no event exceed the Cap; (iii) the cumulative indemnification obligation of the Buyer Parties under Sections 12.03(a)(i), (ii) and any Indemnified Party. The Buyer Parties’ duty (iv) with respect to indemnify shall not arise until the Claim has been (x) resolved by a final adjudication determining that the special committee purchase and sale of the Board Membership Interests and the Transferred Assets shall in no event exceed the Membership Interests Amount, plus the Transferred Assets Amount; (iv) the cumulative indemnification obligation of Directorsthe Buyer Parties under Sections 12.03(a)(i), the Board of Directors or the officers of Parent is liable for damages (ii) and (iv) with respect to the Class A Stockholders for such special committee’s, Board purchase and sale of Directors’ or officers’ actions, or inactions, the IRT Common Stock shall in connection with this Agreement or no event exceed the transactions contemplated hereby IRT Common Stock Amount; and (which final adjudication also holds that v) the Seller Indemnified Party does Parties shall not have any liability right to indemnification under this Agreement with respect to, or based on, Taxes to the Class A Stockholders arising from extent such Taxes are attributable to any breach action taken by a Seller Party or any of a duty owed by any Indemnified Party its Affiliates (including the Advisor) on the Second Closing Date before the Second Closing other than in the ordinary course of business (except to the Class A Stockholders) or (y) settled extent contemplated by execution of a definitivethis Agreement and the other Transaction Agreements).