Common use of Purchaser’s Indemnification Obligations Clause in Contracts

Purchaser’s Indemnification Obligations. Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates and their respective officers, directors, agents and employees (collectively, the "Seller Indemnitees") from and against any and all Liabilities paid or payable by any Seller Indemnitee (collectively, "Seller Losses") to the extent that such Seller Losses are based on, result from, or arise in connection with (a "Seller Claim"): the Assumed Liabilities after the Closing or breach of Purchaser's representations and warranties set forth in Article V and any covenant with respect to Taxes or tax related matters set forth herein or in any Other Agreement, including Section 8.9 of this Agreement ("Purchaser Tax Obligations"); provided, however, that Purchaser shall not be obligated to indemnify, defend or hold harmless any Seller Indemnitee under this Section 10.1(c) from any Seller Claim or for any Seller Losses incurred by a Seller Indemnitee to the extent arising out of or attributable to: (A) any act or omission by a Seller Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Indemnitee, or (B) the breach of any representation or warranty made by Seller or a Seller Indemnitee in this Agreement (or an Other Agreement), or (C) any failure of Seller or a Seller Indemnitee to duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Seller or a Seller Indemnitee pursuant to this Agreement (or an Other Agreement), or (D) the Excluded Liabilities.

Purchaser’s Indemnification Obligations. Except (a) with respect to the matters for which Seller has provided an express indemnification as set forth in this Article 9, (b) Purchase Price adjustments covered by Article 2 to the extent such adjustments are provided for after Closing, (c) Title Defect adjustments covered by Article 6, and (d) Tax obligations covered by Section 4.1(i) and the covenants set forth in Sections 7.1(e) and 7.11, upon the Closing the Purchaser shall agree (and, upon the delivery by Seller to Purchaser of the Assignments, Purchaser shall be deemed to have agreed) to pay, defend, indemnify, defend reimburse, and hold harmless Seller and Seller, its Affiliates and their respective officerssuccessors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and employees representatives (collectively, the "“Seller Indemnitees"”) from and against any and all Liabilities paid claims, obligations, actions, liabilities, damages or payable by any Seller Indemnitee expenses (collectively, "“Seller’s Losses”) incurred, suffered, paid by or resulting to any of the Seller Losses") to the extent that such Seller Losses are based on, result Indemnitees and which results from, or arise in connection with (a "Seller Claim"): the Assumed Liabilities after the Closing or breach of Purchaser's representations and warranties set forth in Article V and any covenant with respect to Taxes or tax related matters set forth herein or in any Other Agreement, including Section 8.9 of this Agreement ("Purchaser Tax Obligations"); provided, however, that Purchaser shall not be obligated to indemnify, defend or hold harmless any Seller Indemnitee under this Section 10.1(c) from any Seller Claim or for any Seller Losses incurred by a Seller Indemnitee to the extent arising arises out of or attributable toin connection with, is based upon, or exists by reason of: (Ai) any act breach or omission by a Seller Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Indemnitee, or (B) the breach of default in any representation or warranty made by Seller or a Seller Indemnitee set forth in this Agreement (or an Other Agreement), or (C) in the performance by the Purchaser of any failure of Seller or a Seller Indemnitee to duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Seller or a Seller Indemnitee pursuant to obligation set forth in this Agreement Agreement; and (or an Other Agreement)ii) all of the Assumed Obligations; REGARDLESS OF THE NEGLIGENCE, or (D) the Excluded LiabilitiesSTRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF SELLER, ANY OTHER SELLER INDEMNITEE, PURCHASER OR ANY OTHER PERSON.

Purchaser’s Indemnification Obligations. (i) Subject to Section 5.4, Purchaser shall hereby acknowledges, covenants and unconditionally, absolutely and irrevocably, agrees to indemnify, protect, defend and hold harmless harmless, as well as reimburse, Seller and its Affiliates Seller’s Related Parties to the fullest extent provided by law, from and their respective officersagainst, directorsand for, agents any and employees all Claims brought by or otherwise commenced on behalf of any third party, and all Losses actually incurred by Seller or any of Seller’s Related Parties as a direct result of such Claims, to the extent the Closing occurs and such Claims and Losses result from any of the following (collectively, all items referred to in items (1) - (6) below shall be collectively referred to herein as, the "Seller Indemnitees"“Purchaser’s Indemnity Obligations” and all items referred to below as items (2) from and against - (6) (specifically excluding the matters set forth in item (1) below) shall be collectively referred to herein as, the “Purchaser’s Non-R&W Indemnity Obligations”): (1) any one or more breach by Purchaser of Purchaser’s representations or warranties, (2) any one or more breach by Purchaser of any covenant of Purchaser contained in this Agreement; (3) any failure of Purchaser to have reported and/or paid any and all Liabilities Sales Taxes, but with respect to Sales Taxes, solely if such Sales Taxes were required to be paid or payable by Purchaser pursuant to Section 8.5, together with any Seller Indemnitee and all penalties and interest related to any such Sales Taxes; (collectively4) Employee Claims to the extent attributable to their employment at the Hotel from and after the Closing Date, "Seller Losses") but only to the extent that such Seller Losses are based onclaims result from events which occur on or after the Closing Date, result from(5) any physical or personal injury or death caused to any Person, or arise damage to property of unaffiliated third parties, to the extent such injury, death or damage occurred on or after the Closing Date in connection with the Hotel, and (a "6) except (A) as may be the obligation of Seller Claim"): the Assumed Liabilities after the Closing or breach pursuant to an express provision of Purchaser's representations this Agreement and warranties set forth in Article V and any covenant with respect to Taxes which Purchaser did not receive a credit at Closing or tax related matters set forth herein or in any Other Agreement, including Section 8.9 of this Agreement ("Purchaser Tax Obligations"); provided, however, that Purchaser shall not be obligated to indemnify, defend or hold harmless any Seller Indemnitee under this Section 10.1(cB) from any Seller Claim or for any item for which Seller Losses incurred receives a credit at Closing (to the extent of such credit), any Claims brought by a Seller Indemnitee third party to the extent arising from acts, omissions, or occurrences that occur or accrue in connection with the Hotel on or after the Closing Date, including, without limitation, with respect to the Hotel Contracts and Space Leases, but, in each case under clauses (1) through (6), only to the extent that such Claims in the aggregate exceed the Threshold (provided that if the Threshold is exceeded, such indemnity shall be for the aggregate Losses incurred thereby measured by the first dollar of Loss notwithstanding such Threshold). Notwithstanding anything to the contrary contained herein, to the extent that any of Purchaser’s Non-R&W Indemnity Obligations would be covered directly or indirectly by any representations and/or warranty, such Purchaser’s Non-R&W Indemnity Obligations shall not be deemed to be a Purchaser’s Non-R&W Indemnity Obligations; it being agreed that any Purchaser’s Indemnity Obligations arising out of or attributable to: (A) any act or omission by a Seller Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Indemnitee, or (B) the breach of any representation or warranty made is intended to (I) fall within item (1) of Purchaser’s Indemnity Obligations and be covered by Seller the Post-Closing R&W Liability Cap only, and not (II) be included as part of Purchaser’s Non-R&W Indemnity Obligations or a Seller Indemnitee in this Agreement (or an Other Agreement), or (C) any failure of Seller or a Seller Indemnitee to duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed covered by Seller or a Seller Indemnitee pursuant to this Agreement (or an Other Agreement), or (D) the Excluded LiabilitiesPost-Closing Non-R&W Liability Cap.

Purchaser’s Indemnification Obligations. Purchaser Purchasers shall indemnify, defend and hold harmless Seller Sellers and its Affiliates and their respective officers, directors, agents and employees (collectively, the "Seller “Sellers Indemnitees"”) from and against any and all Liabilities paid or payable by any Seller Sellers Indemnitee (collectively, "Seller “Sellers Losses"”) to the extent that such Seller Sellers Losses are based on, result from, or arise in connection with (a "Seller “Sellers Claim"”): the Assumed Liabilities after the Closing or breach of Purchaser's Purchasers’ representations and warranties set forth in Article V 5 and any covenant with respect to Taxes or tax related matters set forth herein or in any Other Agreement, including Section 8.9 8.12 of this Agreement ("Purchaser “Purchasers Tax Obligations"”); provided, however, that Purchaser Purchasers shall not be obligated to indemnify, defend or hold harmless any Seller Sellers Indemnitee under this Section 10.1(c) 10.1.3 from any Seller Sellers Claim or for any Seller Sellers Losses incurred by a Seller Sellers Indemnitee to the extent arising out of or attributable to: (Aa) any act or omission by a Seller Sellers Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Sellers Indemnitee, or (Bb) the breach of any representation or warranty made by Seller Sellers or a Seller Sellers Indemnitee in this Agreement (or an Other Agreement), or (Cc) any failure of Seller Sellers or a Seller Sellers Indemnitee to duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Seller Sellers or a Seller Sellers Indemnitee pursuant to this Agreement (or an Other Agreement), or (Dd) the Excluded Liabilities.. 10.1.4

Purchaser’s Indemnification Obligations. Purchaser Purchasers shall indemnify, defend and hold harmless Seller Sellers and its Affiliates and their respective officers, directors, agents and employees (collectively, the "Seller “Sellers Indemnitees"”) from and against any and all Liabilities paid or payable by any Seller Sellers Indemnitee (collectively, "Seller “Sellers Losses"”) to the extent that such Seller Sellers Losses are based on, result from, or arise in connection with (a "Seller “Sellers Claim"”): the Assumed Liabilities after the Closing or breach of Purchaser's Purchasers’ representations and warranties set forth in Article V 5 and any covenant with respect to Taxes or tax related matters set forth herein or in any Other Agreement, including Section 8.9 8.12 of this Agreement ("Purchaser “Purchasers Tax Obligations"”); provided, however, that Purchaser Purchasers shall not be obligated to indemnify, defend or hold harmless any Seller Sellers Indemnitee under this Section 10.1(c) 10.1.3 from any Seller Sellers Claim or for any Seller Sellers Losses incurred by a Seller Sellers Indemnitee to the extent arising out of or attributable to: (Aa) any act or omission by a Seller Sellers Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Sellers Indemnitee, or (Bb) the breach of any representation or warranty made by Seller Sellers or a Seller Sellers Indemnitee in this Agreement (or an Other Agreement), or (Cc) any failure of Seller Sellers or a Seller Sellers Indemnitee to duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Seller Sellers or a Seller Sellers Indemnitee pursuant to this Agreement (or an Other Agreement), or (Dd) the Excluded Liabilities.