Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:
(i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;
(ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract;
(iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;
(iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and
(v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.
Indemnification of Buyer. (a) From and after the Closing (but subject to the terms and conditions of Article IX and Exhibit C of this Agreement), Seller will indemnify, defend and hold harmless Buyer and any of its Affiliates, the Company and any Subsidiary and their respective officers, directors, employees or agents (collectively, the “Buyer Indemnitees”) from and against, and will pay to Buyer Indemnitees the amount of, any and all Losses, whether or not involving a Third-Party Claim, arising out of or resulting from, or in connection with:
(i) any breach of any representation or warranty made by Seller or the Company contained in Article III or Article IV;
(ii) the failure to pay any Taxes pursuant to Section 7.03(a), Section 7.03(e), or Section 7.03(i) (the “Tax Payment Covenants”);
(iii) any failure of Seller to perform any of its covenants or agreements contained in this Agreement requiring performance by Seller after the Closing (other than the Tax Payment Covenant);
(iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement made by any such Person with the Company prior to the Closing or Seller or any of Seller’s Affiliates in connection with the transactions contemplated by this Agreement;
(v) any Seller Transaction Expenses or Indebtedness to the extent not included in the calculation of the Purchase Price; or
(vi) the matters described on Part C of Exhibit C.
(b) Other than as contemplated by Section 9.04(e), Seller will not have, and Seller will not assert or exercise (or attempt to exercise or assert), any right of contribution, reimbursement, subrogation or indemnity against the Company or any of its Subsidiaries, in connection with any indemnification obligation to which Seller may become subject or which may be payable out of the Indemnification Escrow Account under or in connection with this Agreement.
Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed af...
Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, each Interest Owner hereby agrees to indemnify, defend and hold harmless Buyer and, if the Closing occurs hereunder, the Company and their respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:
(i) any claim made or asserted against Buyer or the Company, or any of the Property by a creditor of the Company or any Interest Owner, including any claims based on or alleging a violation of any bulk sales act or other similar laws;
(ii) the breach of any representation, warranty, covenant or agreement of the Company or any Interest Owner contained in this Contract;
(iii) any liability or obligation of the Company assumed or incurred prior to the Closing Date; and
(iv) the conduct and operation by or on behalf of the Company of the Hotel or the ownership, use or operation of the Property prior to Closing. The indemnification under this Section 8.7(a) shall terminate and be of no further force and effect, as to the matters described in clauses (i) through (iv) above, on and after the first anniversary date of the Closing; provided, however, that (A) to the extent any of the representations and warranties survive for a longer period pursuant to Section 7.3, the foregoing indemnification relating to such representations and warranties shall terminate and be of no further force and effect on and after the expiration of such longer period and (B) the indemnification shall not terminate as to claims asserted in writing by Buyer or the Company before such first anniversary date or longer period, as the case may be. Any other indemnification by Interest Owners under this Agreement also shall terminate and be of further force and effect on and after the first anniversary date of the Closing, except as to claims asserted in writing by Buyer or the Company before such anniversary date.
Indemnification of Buyer. Seller agrees to defend, indemnify and hold Buyer, its successors and assigns harmless from and against:
9.2.1 Any and all claims, liabilities, and obligations of any kind and description, contingent or otherwise, including attorney's fees and expenses of litigation, known or unknown, arising out of or related to the operation of the Seller's Business prior to the date of this Agreement.
9.2.2 If any claim is asserted against Buyer which would give rise to a claim by Buyer against Seller for indemnification under the provisions of this section, Buyer shall promptly give written notice to Seller concerning such claim, and Seller shall, at no expense to Buyer, defend the claim, to the point of nonappealable final judgment. If Seller fails to take steps to defend said claim within ten (10) days of Buyer providing written notice of said claim, or if Seller and fails to sooner defend said claim when the nature of the claim or date of service requires immediate defensive action, or if Seller at any time abandons defense of such a claim, Buyer may undertake or continue the defense of any such claims, with counsel of its own choosing, and shall be entitled to indemnity from Seller for all costs of such defense, including but not limited to, reasonable attorney's fees, court costs and incidental expenses of litigation. If Buyer becomes entitled to payment of indemnity pursuant to this section, Seller shall immediately pay to Buyer the amount of said indemnity claim. Buyer shall not be entitled to indemnity from Seller except for the obligations to defend set forth in this section, unless and until Buyer has actually paid a claim, debt or other liability giving rise to a right of indemnity under this section, or has incurred a legal obligation to do so. In such event, Buyer shall be entitled to interest from Seller at the rate of twelve (12%) percent per annum from the date of said payment until the indemnity claim is paid.
Indemnification of Buyer. Subject to the provisions of this Article 8, Sellers shall, severally in accordance with Section 8.14, indemnify, defend, save and keep Buyer and its respective Affiliates (including each Acquired Company), their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission of any Acquired Company on or prior to the Closing Date; or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the...
Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c), 9(d), and 9(e), Seller shall indemnify and hold Buyer, its partners and their respective officers, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified Parties") harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a).
Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof (except as expressly provided therein), Seller hereby agrees to indemnify, defend and hold harmless Buyer, its Affiliates and its and such Affiliates’ officers, shareholders and employees from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:
(i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;
(ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract but subject to the Agreed-Upon Limit;
(iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract or otherwise;
(iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and
(v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.
Indemnification of Buyer. (a) Subject to the limitations contained in this ARTICLE 10, Buyer, its Affiliates (including the Company Group and MHM following the Closing), and its successors, directors, managers, officers, employees, shareholders and agents (collectively, the “Buyer Indemnified Parties”) following the Closing shall be indemnified and held harmless as provided in this ARTICLE 10 from any and all Losses that any Buyer Indemnified Party may, directly or indirectly, suffer, sustain, become subject to or incur as a result of, arising from or relating to:
(i) any misrepresentation in or breach of any representation or warranty of the Company Group, the Sellers’ Representative, or any Seller in this Agreement or in any schedule, certificate or instrument delivered pursuant hereto;
(ii) any breach of any covenant or agreement of the Company Group, any Seller, or the Sellers’ Representative in this Agreement;
(iii) (A) all Taxes (or the non-payment thereof) imposed on any of the Company, HSW and/or MHM for or attributable to a Pre-Closing Tax Period, (B) any Taxes of the Company, HSW and/or MHM imposed with respect to deferred revenues or prepaid amounts arising in any Pre-Closing Tax Period, regardless of when recognized for Tax purposes; (C) any and all Taxes of any Person imposed on any of the Company, HSW and/or MHM as a transferee or successor, by contract, indemnification agreement or otherwise, or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; (D) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company, HSW and/or MHM (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law; (E) any and all Taxes of any Seller; (F) any employment, payroll or other Taxes payable by any of the Company, HSW and/or MHM attributable to wages, compensation or other amounts payable with respect to a Pre-Closing Tax Period or pursuant to this Agreement including any such Taxes attributable to a Pre-Closing Tax Period that any of the Company, HSW and/or MHM has elected to defer pursuant to Section 2302 of the CARES Act, or any similar election under state or local Tax Law; (G) any and all Taxes of any of the Company, HSW and/or MHM with respect to amounts that are required to be taken into taxable income for any Tax Per...
Indemnification of Buyer. (A) After the Closing, subject to Sections 7.1(B), 7.5 and 7.6, Seller shall indemnify Buyer against, and hold Buyer harmless from, any loss, damage, cost, liability or expense (including reasonable costs of defense and investigations, settlements, and reasonable attorneys' fees) or penalties or fines (collectively "Losses") Buyer incurs or becomes subject to, to the extent arising out of or resulting from any inaccuracy in or breach of any of the (i) representations and warranties or (ii) covenants made by Seller herein (any such Loss being referred to herein as "Buyer Indemnified Loss"); provided that Seller shall have no liability under Section 7.1(A) unless the aggregate of all Buyer Indemnified Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $1,000,000, and then only to the extent of any such excess; and further provided that Seller shall not have any liability under Section 7.1(A) for any individual item where the Loss relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment of principal, interest, fees or other expenses required to be paid under such cre...
