Indemnification of REIT by SOIF II. SOIF II shall indemnify, defend and hold REIT, its successors, assigns and Affiliates, including but not limited to BRG Xxx Arbor (each a “REIT Indemnified Party,” and collectively, the “REIT Indemnified Parties”) harmless from any liability, claim, demand, loss, expense or damage that is: (a) suffered by, or asserted by any third party against, a REIT Indemnified Party arising from any act or omission of SOIF II, its agents, employees or contractors or otherwise arising out of the ownership or operation of the SOIF II Village Green Interest first arising or occurring prior to the Closing; (b) arising out of the breach or inaccuracy of any of SOIF II’s representations and warranties set forth herein; or (c) except as provided in Article 7, arising out of any failure by SOIF II to perform any covenant or obligation set out in this Agreement.
Appears in 2 contracts
Samples: Contribution Agreement (Bluerock Residential Growth REIT, Inc.), Contribution Agreement (Bluerock Residential Growth REIT, Inc.)
Indemnification of REIT by SOIF II. SOIF II shall indemnify, defend and hold REIT, its successors, assigns and Affiliates, including but not limited to BRG Xxx Arbor Oak Crest (each a “REIT Indemnified Party,” and collectively, the “REIT Indemnified Parties”) harmless from any liability, claim, demand, loss, expense or damage that is: (a) suffered by, or asserted by any third party against, a REIT Indemnified Party arising from any act or omission of SOIF II, its agents, employees or contractors or otherwise arising out of the ownership or operation of the SOIF II Village Green Interest Oak Crest Interests first arising or occurring prior to the Closing; (b) arising out of the breach or inaccuracy of any of SOIF II’s representations and warranties set forth herein; or (c) except as provided in Article 7, arising out of any failure by SOIF II to perform any covenant or obligation set out in this Agreement.
Appears in 2 contracts
Samples: Contribution Agreement (Bluerock Residential Growth REIT, Inc.), Contribution Agreement (Bluerock Residential Growth REIT, Inc.)
Indemnification of REIT by SOIF II. SOIF II shall indemnify, defend and hold REIT, its REIT Parent, their successors, assigns and Affiliates, including but not limited to BRG Xxx Arbor Lansbrook (each a “REIT Indemnified Party,” and collectively, the “REIT Indemnified Parties”) harmless from any liability, claim, demand, loss, expense or damage that is: (a) suffered by, or asserted by any third party against, a REIT Indemnified Party arising from any act or omission of SOIF II, its agents, employees or contractors or otherwise arising out of the ownership or operation of the SOIF II Village Green Lansbrook Interest first arising or occurring prior to the Closing; (b) arising out of the breach or inaccuracy of any of SOIF II’s representations and warranties set forth herein; or (c) except as provided in Article 7, arising out of any failure by SOIF II to perform any covenant or obligation set out in this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Bluerock Residential Growth REIT, Inc.)