Notice of Indemnification Claim. If any of Seller Indemnitees or Purchaser Indemnitees (as the case may be) (each, an “Indemnitee”) is entitled to defense or indemnification under any express provision in this Master Purchase and Sale Agreement (each, an “Indemnification Claim”), the Party required to provide defense or indemnification to the Indemnitee (the “Indemnitor”) shall not be obligated to defend, indemnify and hold harmless the Indemnitee unless and until the Indemnitee provides written notice to the Indemnitor promptly after the Indemnitee has actual knowledge of any facts or circumstances on which the Indemnification Claim is based or a Third-Party Claim is made on which the Indemnification Claim is based, describing in reasonable detail such facts and circumstances or Third-Party Claim with respect to the Indemnification Claim.
Appears in 2 contracts
Samples: Master Purchase and Sale Agreement (Hersha Hospitality Trust), Master Purchase and Sale Agreement (Hersha Hospitality Trust)
Notice of Indemnification Claim. If any of the Seller Indemnitees or Purchaser the Purchaser’s Indemnitees (as the case may be) (each, an “Indemnitee”) is entitled to defense or indemnification under any express other provision in this Master Purchase and Sale Agreement (each, an “Indemnification Claim”), the Party required to provide defense or indemnification to the such Indemnitee (the “Indemnitor”) shall not be obligated to defend, indemnify and hold harmless the such Indemnitee unless and until the such Indemnitee provides written notice to the such Indemnitor promptly after the such Indemnitee has actual knowledge of any facts or circumstances on which the such Indemnification Claim is based or a Third-Party Claim is made on which the such Indemnification Claim is based, describing in reasonable detail such facts and circumstances or Third-Party Claim with respect to the such Indemnification Claim.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (CNL Income Properties Inc)
Notice of Indemnification Claim. If any of the Seller Indemnitees or Purchaser Indemnitees (as the case may be) (each, an “Indemnitee”) is entitled to defense or indemnification under any express provision in this Master Purchase and Sale Agreement (each, an “Indemnification Claim”), the Party required to provide defense or indemnification to the such Indemnitee (the “Indemnitor”) shall not be obligated to defend, indemnify and hold harmless the such Indemnitee unless and until the such Indemnitee provides written notice to the such Indemnitor promptly after the such Indemnitee has actual knowledge of any facts or circumstances on which the such Indemnification Claim is based or a Third-Party Claim is made on which the such Indemnification Claim is based, describing in reasonable detail such facts and circumstances or Third-Party Claim with respect to the such Indemnification Claim.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Apple Hospitality REIT, Inc.)
Notice of Indemnification Claim. If any of Seller Seller’s Indemnitees or Purchaser Purchaser’s Indemnitees (as the case may be) (each, an “Indemnitee”) is entitled to defense or indemnification under any express other provision in this Master Purchase and Sale Agreement (each, an “Indemnification Claim”), the Party required to provide defense or indemnification to the such Indemnitee (the “Indemnitor”) shall not be obligated to defend, indemnify and hold harmless the such Indemnitee unless and until the such Indemnitee provides written notice to the such Indemnitor promptly after the such Indemnitee has actual knowledge of any facts or circumstances on which the such Indemnification Claim is based or a Third-Party Claim is made on which the such Indemnification Claim is based, describing in reasonable detail such facts and circumstances or Third-Party Claim with respect to the such Indemnification Claim.
Appears in 1 contract
Samples: Asset Purchase Agreement (CNL Healthcare Properties II, Inc.)
Notice of Indemnification Claim. If any of the Seller Indemnitees or Purchaser Indemnitees (as the case may be) (each, an “Indemnitee”) is entitled to defense or indemnification under any express provision in this Master Purchase and Sale Agreement (each, an “Indemnification Claim”), the Party required to provide defense or indemnification to the such Indemnitee (the “Indemnitor”) shall not be obligated to defend, indemnify and hold harmless the such Indemnitee unless and until the such Indemnitee provides written notice to the such Indemnitor promptly after the such Indemnitee has actual knowledge of any facts or circumstances on which the such Indemnification Claim is based or a Third-Party Claim is made on which the such Indemnification Claim is based, describing in reasonable detail such facts and circumstances or Third-Party Claim with respect to the such Indemnification ClaimClaim (a “Claim Notice”).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Carey Watermark Investors Inc)
Notice of Indemnification Claim. If any of Seller Indemnitees or Purchaser Buyer Indemnitees (as the case may be) (each, an “Indemnitee”) is entitled to defense or indemnification under any express provision in this Master Purchase and Sale Agreement (each, an “Indemnification Claim”), the Party required to provide defense or indemnification to the Indemnitee (the “Indemnitor”) shall not be obligated to defend, indemnify and hold harmless the Indemnitee unless and until the Indemnitee provides written notice to the Indemnitor promptly after the Indemnitee has actual knowledge of any facts or circumstances on which the Indemnification Claim is based or a Third-Party Claim is made on which the Indemnification Claim is based, describing in reasonable detail such facts and circumstances or Third-Party Claim with respect to respecting the Indemnification Claim.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Condor Hospitality Trust, Inc.)
Notice of Indemnification Claim. If any of the Seller Indemnitees or Purchaser Buyer Indemnitees (as the case may be) (each, an “Indemnitee”) is entitled to defense or indemnification under any express provision in this Master Purchase and Sale Agreement (each, an “Indemnification Claim”), the Party party required to provide defense or indemnification to the such Indemnitee (the “Indemnitor”) shall not be obligated to defend, indemnify and hold harmless the such Indemnitee unless and until the such Indemnitee provides written notice to the such Indemnitor promptly after the such Indemnitee has actual knowledge of any facts or circumstances on which the Indemnification Claim is based or a Third-Party Claim is made on which the such Indemnification Claim is based, describing . The written notice shall describe in reasonable detail such facts and circumstances or Third-Party Claim with respect to the underlying such Indemnification Claim.
Appears in 1 contract
Samples: Management Agreement (KBS Strategic Opportunity REIT II, Inc.)
Notice of Indemnification Claim. If In the case of any indemnification sought by any of the Seller Indemnitees or Purchaser Indemnitees (as the case may be) (each, an “"Indemnitee”) is entitled "), or any claim asserted by a third party which if adversely determined would entitle any Indemnitee to indemnification or defense or indemnification under any express provision in this Master Purchase and Sale Agreement (each, an “"Indemnification Claim”"), the Indemnitee shall provide written notice to the Party required to provide indemnification or defense or indemnification to the Indemnitee for such Indemnification Claim under this Agreement (the “"Indemnitor”") shall not be obligated to defend, indemnify and hold harmless the Indemnitee unless and until the Indemnitee provides written notice to the Indemnitor promptly after the such Indemnitee has actual knowledge of any facts or circumstances on or third-party claim as to which the such Indemnification Claim is based or a Third-Party Claim is made on which the Indemnification Claim is basedmay be sought, describing in reasonable detail such the facts and circumstances or Thirdthird-Party Claim with respect party claim giving rise to the such Indemnification Claim.
Appears in 1 contract
Samples: Agreement of Purchase and Sale and Joint Escrow Instructions (Apple Hospitality Five Inc)
Notice of Indemnification Claim. If any of Seller Seller’s Indemnitees or Purchaser Purchaser’s Indemnitees (as the case may be) (each, an “Indemnitee”) is entitled to defense or indemnification under any express other provision in this Master Purchase and Sale Agreement (each, an “Indemnification Claim”), the Party required to provide defense or indemnification to the such Indemnitee (the “Indemnitor”) shall not be obligated to defend, indemnify and hold harmless the such Indemnitee unless and until the such Indemnitee provides written notice to the such Indemnitor promptly after the such Indemnitee has actual knowledge of any facts or circumstances on which the such Indemnification Claim is based or a Third-Party Claim is made on which the such Indemnification Claim is based, describing in reasonable detail such facts and circumstances or Third-Party Claim with respect to the such Indemnification Claim.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (CNL Healthcare Properties, Inc.)