Indemnities by Contributor Sample Clauses

Indemnities by Contributor. Contributor shall protect, defend, indemnify and hold harmless MHC, MHC REIT, their respective affiliates, subsidiaries and designees, if any, and their respective principals, shareholders, directors, officers, partners, agents, employees, successors and assigns (collectively the "MHC INDEMNIFIED PARTIES") from and against any and all claims, demands, losses, damages, liabilities, costs, expenses, fines, penalties, charges, administrative and judicial proceedings and orders, actions, causes of action, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys' fees and expenses) (individually and collectively, "CLAIMS") resulting from, arising out of, or attributable to: 11.1.1 any breach of the representations and warranties of Contributor set forth in Sections 9.1 and 9.2 above; provided that, other than with respect to the indemnification concerning the representations and warranties of Contributor set forth in Sections 9.1.1, 9.1.2 and 9.1.7, the MHC Indemnified Parties shall not be entitled to any indemnification with respect to any breach of representation or warranty to the extent (but only to the extent) that a claim for indemnification is based directly on a fact that is expressly disclosed in a written title commitment or report, environmental audit report, land survey, or UCC Search which is specifically identified in Schedule 11.1.1 attached hereto; 11.1.2 any non-fulfillment of any covenant or agreement to be