Common use of Indemnification of Buyer Clause in Contracts

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. 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)hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer, its Affiliates Buyer and its respective designees, successors and such Affiliates’ officers, shareholders and employees 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 as a direct result of any act or omission of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the material breach of any representation, warranty, covenant or agreement of Seller contained in this Contract but subject Contract, except to the Agreed-Upon Limitextent that Buyer had actual knowledge of such breach prior to Closing; (iii) any liability or obligation of Seller incurred or arising prior to Closing not expressly assumed by Buyer pursuant to this Contract or otherwiseContract; (iv) any claim made or asserted by an employee of Seller the Hotel arising directly 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. 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)hereof, Seller hereby agrees agrees, for the Survival Period (and for the Bulk Sale Survival Period with respect to subsection (v) below only), to indemnify, defend and hold harmless Buyer, its Affiliates Buyer and its respective designees, successors and such Affiliates’ officers, shareholders and employees assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ feesfees and disbursements) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continentcontingent, joint or several, arising out of or relating to: (i) any claim made or asserted against Buyer or any of against 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 which expressly survives Closing or the Agreed-Upon Limitearlier termination of this Contract; (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract or otherwiseContract; (iv) any claim made the conduct, use and operation of the Real Property by or asserted by an employee on behalf of Seller arising out of Seller’s decision prior to sell the PropertyClosing; 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 ClosingSeller’s Bulk Sale Covenant in accordance with Section 7.1(n).

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)hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer, its Affiliates Buyer and its respective designees, successors and such Affiliates’ officers, shareholders and employees 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 as a direct result of any act or omission of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the material breach of any representation, warranty, covenant or agreement of Seller contained in this Contract but subject Contract, except to the Agreed-Upon Limitextent that Buyer had actual knowledge of such breach prior to Closing; (iii) any liability or obligation of Seller incurred or arising prior to Closing not expressly assumed by Buyer pursuant to this Contract or otherwiseContract; (iv) any claim made or asserted by an employee of Seller arising directly 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. 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 hereof, each Seller (except as expressly provided therein), Seller with respect solely to the Hotel owned by it) hereby agrees to indemnify, defend and hold harmless Buyer, its Affiliates Buyer and its respective successors and such Affiliates’ officers, shareholders and employees 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 continentcontingent, 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 material breach of any representation, warranty, covenant or agreement of Seller contained in this Contract but subject to the Agreed-Upon LimitContract; (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract or otherwiseContract; (iv) any claim made or asserted by an employee of Seller arising out of such Seller’s decision to sell the its 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. 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)hereof, and in all instances subject to the limitations set forth in Section 5.4 above, Seller hereby agrees to indemnify, defend and hold harmless Buyer, its Affiliates Buyer and its respective designees, successors and such Affiliates’ officers, shareholders and employees 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) the breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement; (ii) any claim made or asserted by any Hotel Employee arising out of Seller’s decision to sell the Property except with respect to claims expressly indemnifiable by Buyer pursuant to the third sentence of Section 8.14 for WARN Act violations for failure to give notice under the WARN Act as provided in such Section; (iii) any liability or obligation of Seller not expressly assumed at Closing by Buyer pursuant to this Agreement; (iv) the conduct and operation by or on behalf of Seller or Hotel Manager of the Hotel or the ownership, use or operation of the Property prior to Closing; and (v) 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.