Common use of Indemnification by the Parties Clause in Contracts

Indemnification by the Parties. (i) Each of the parties hereto agrees to indemnify (the “Indemnifying Party”) and hold the other and each of its respective partners, officers, directors, members, managers, employees, counsel, accountants, agents, successors and assigns (collectively, an “Indemnified Party”) harmless from any and all damages, liabilities, losses, costs or expenses (including, without limitation, reasonable counsel fees and expenses) suffered or paid, directly or indirectly, solely as a result of or arising out of the failure of any respective representation or warranty made by the Indemnifying Party in this Agreement or in any Exhibit or Schedule attached hereto to be true, complete and correct in all material respects as of the date of this Agreement and as of the Closing Date.

Appears in 2 contracts

Samples: Exchange Agreement (Grubb & Ellis Co), Exchange Agreement (Grubb & Ellis Co)

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Indemnification by the Parties. (ia) Each of the parties hereto agrees to indemnify (the “Indemnifying Party”) and hold the other and each of its respective partners, officers, directors, members, managers, employees, counsel, accountants, agents, successors and assigns (collectively, an “Indemnified Party”) harmless from any and all damages, liabilities, losses, costs or expenses (including, without limitation, reasonable counsel fees and expenses) suffered or paid, directly or indirectly, solely as a result of or arising out of the failure of any respective representation or warranty made by the Indemnifying Party in this Agreement or in any Exhibit or Schedule attached hereto to be true, complete and correct in all material respects as of the date of this Agreement and as of the Closing Date.

Appears in 1 contract

Samples: Preferred Stock Exchange Agreement (Grubb & Ellis Co)

Indemnification by the Parties. (ia) Each of the parties hereto agrees to indemnify (the "Indemnifying Party") and hold the other and each of its respective partners, officers, directors, members, managers, employees, counsel, accountants, agents, successors and assigns (collectively, an "Indemnified Party") harmless from any and all damages, liabilities, losses, costs or expenses (including, without limitation, reasonable counsel fees and expenses) suffered or paid, directly or indirectly, solely as a result of or arising out of the failure of any respective representation or warranty made by the Indemnifying Party in this Agreement or in any Schedule or Exhibit or Schedule attached hereto to be true, complete and correct in all material respects as of the date of this Agreement and as of the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Grubb & Ellis Co)

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Indemnification by the Parties. (ia) Each of the parties hereto agrees to indemnify (the "Indemnifying Party") and hold the other and each of its respective partners, officers, directors, members, managers, employees, counsel, accountants, agents, successors and assigns (collectively, an "Indemnified Party") harmless from any and all damages, liabilities, losses, costs or expenses (including, without limitation, reasonable counsel fees and expenses) suffered or paid, directly or indirectly, solely as a result of or arising out of the failure of any respective representation or warranty made by the Indemnifying Party in this Agreement or in any Exhibit or Schedule attached hereto to be true, complete and correct in all material respects as of the date of this Agreement and as of the Closing Date.

Appears in 1 contract

Samples: Preferred Stock Exchange Agreement (Grubb & Ellis Co)

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