Representation, Warranty and Indemnity Agreement Sample Contracts

EX-10.13 12 d283407dex1013.htm REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT by and among Empire Realty Trust, Inc., Empire Realty Trust, L.P. and the Principals named herein Dated as of November 28,...
Representation, Warranty and Indemnity Agreement • May 5th, 2020 • New York

THIS REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT is made and entered into as of November 28, 2011 (this “Agreement”) and is effective as of the Closing Date, by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), and Empire Realty Trust, L.P., a Delaware limited partnership and subsidiary of the Company (the “Operating Partnership,” and collectively with the Company, the “Consolidated Entities”) on the one hand, and Anthony E. Malkin, Scott D. Malkin and Cynthia M. Blumenthal on the other hand (such individuals collectively, the “Principals”). Capitalized terms used and not otherwise defined have the meanings set forth in Section 5.1.

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REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • April 9th, 2010 • Hudson Pacific Properties, Inc. • Real estate • California

THIS REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of February 15, 2010 (the “Effective Date”) by and among the parties listed on Exhibit A hereto (each individually a “Nominee,” and collectively, the “Nominees”), Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), and Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”). Capitalized terms not expressly defined herein shall have the meanings ascribed to such terms in the Contribution Agreement (defined below).

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of July 24, 2013, and is effective as of the Closing Date (as defined below), by and among Rexford Industrial Realty, Inc., a Maryland corporation (the “REIT”), Rexford Industrial Realty, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership,” and collectively with the REIT, the “Consolidated Entities”), and Richard Ziman, Howard Schwimmer and Michael S. Frankel, (collectively, the “Principals”).

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • December 12th, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of December 4, 2012, by and among Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), Silver Bay Operating Partnership L.P., a Delaware limited partnership and subsidiary of the REIT (the “Operating Partnership,” and collectively with the REIT, the “Consolidated Entities”), and Provident Real Estate Advisors LLC, a Minnesota limited liability company (“Provident”). Certain capitalized terms are defined in Section 4.02 of this Agreement.

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • June 27th, 2019 • Postal Realty Trust, Inc. • Real estate investment trusts • New York

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2019, and is effective as of the Closing Date (as defined herein), by and among Postal Realty Trust, Inc., a Maryland corporation (the “REIT”), Postal Realty LP, a Delaware limited partnership and subsidiary of the REIT (the “Operating Partnership”, and together with the REIT, the “Acquirer”), and Andrew Spodek (the “Principal”). Certain capitalized terms used herein are defined in Section 4.2 hereof.

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • November 12th, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2013, and is effective as of the Closing Date (as defined herein), by and among Armada Hoffler Properties, Inc., a Maryland corporation (the “REIT”), Armada Hoffler, L.P., a Virginia limited partnership and subsidiary of the REIT (the “Operating Partnership”, and collectively with the REIT, the “Acquirer”), and Daniel A. Hoffler ( the “Principal”). Certain capitalized terms used herein are defined in Section 4.2 hereof.

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • March 24th, 2014 • Farmland Partners Inc. • Real estate investment trusts • Delaware

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of March 24, 2014, and is effective as of the Closing Date (as defined herein), by and among Farmland Partners Inc., a Maryland corporation (the “REIT”), Farmland Partners Operating Partnership, LP, a Delaware limited partnership and a subsidiary of the REIT (the “Operating Partnership,” and collectively with the REIT, the “Acquirer”), Paul A. Pittman (“Pittman”) and Jesse J. Hough (“Hough” and, together with Pittman, the “Indemnifying Parties”). Capitalized terms used but not elsewhere defined in this Agreement shall have the meaning ascribed to such terms in Section 4.2 hereof.

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • September 13th, 2010 • American Assets Trust, Inc. • California

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of September 13, 2010, and is effective as of the Closing Date (as defined below), by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), American Assets Trust, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership”, and collectively with the REIT, the “Consolidated Entities”), and Ernest Rady Trust U/D/T March 10, 1983, as amended, (the “Principal” or the “Indemnifying Party”).

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • April 12th, 2010 • DLC Realty Trust, Inc. • Maryland

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT is made and entered into as of April , 2010 (this “Agreement”) and is effective as of the Closing Date (as defined below), by and among DLC Realty Trust, Inc., a Maryland corporation (the “Company”), which intends to qualify as a real estate investment trust (a “REIT”) for U.S. federal income tax purposes, and DLC Realty, L.P., a Delaware limited partnership and subsidiary of the Company (“DLC OP,” and collectively with the Company, the “Consolidated Entities”) on the one hand, and Messrs. Adam Ifshin and Stephen Ifshin on the other hand (such individuals collectively, the “Principals”).

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • April 9th, 2010 • Younan Properties Inc • California

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2010, and is effective as of the Closing Date (as defined below), by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership”, and collectively with the REIT, the “Consolidated Entities”), and Zaya S. Younan, an individual (the “Principal” or the “Indemnifying Party”).

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • June 16th, 2006 • Douglas Emmett Inc • California

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT is made and entered into as of June 15, 2006 (this "Agreement") and is effective as of the Closing Date (as defined below), by and among Douglas Emmett, Inc., a Maryland corporation (the "REIT"), and Douglas Emmett Properties, LP, a Delaware limited partnership and subsidiary of the REIT (the "Operating Partnership", and collectively with the REIT, the "Consolidated Entities") on the one hand, and the individuals listed on the signature page hereto on the other hand (such individuals collectively, the "Principals").

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • December 17th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of September 13, 2010, and is effective as of the Closing Date (as defined below), by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), American Assets Trust, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership”, and collectively with the REIT, the “Consolidated Entities”), and Ernest Rady Trust U/D/T March 10, 1983, as amended, (the “Principal” or the “Indemnifying Party”).

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