Examples of Contributor Indemnified Party in a sentence
Any indemnification payment made by the Company or the Operating Partnership to the Contributor Indemnified Party pursuant to this Agreement shall be made in OP Units, the number of which shall equal the dollar value of the indemnification payment divided by the OP Unit Value on the date of such indemnification payment.
The Operating Partnership hereby agrees to indemnify, defend and hold each Contributor Indemnified Party harmless from and against any and all Losses asserted against, resulting to, imposed upon or incurred by any such Contributor Indemnified Party by reason of or resulting from any claim that may be made against the Contributed Assets or the Operating Partnership for anything arising after the Time of Transfer with respect to the Contributed Assets.
Any claim by any Contributor Indemnified Party or any OP Indemnified Party pursuant to Section 8(a) with respect to a claimed breach by the Operating Partnership or the Contributor of a representation or warranty (a "Warranty Claim") shall expire at the OP Claim Termination Date or the Contributor Claim Termination Date, as applicable, unless prior thereto, the party making a claim hereunder has delivered written notice to the other party.
If any written notice of claim has been given by any OP Indemnified Party to Contributor prior to the OP Claim Termination Date or by any Contributor Indemnified Party to the Operating Partnership prior to the Contributor Claim Termination Date, then the relevant representations, warranties and indemnities shall survive the OP Claim Termination Date or Contributor Claim Termination Date, as applicable, as to (but only as to) such Warranty Claim, until such Warranty Claim has been finally resolved.
Neither a Transferee Indemnified Party nor a Contributor Indemnified Party shall be entitled to indemnification pursuant to Section 10.2 or Section 10.3 with respect to any matter which had been duly waived prior to Closing.
Each OP Indemnified Party and each Contributor Indemnified Party is an express and intended third party beneficiary of the indemnities provided in this Section 8.
Each OP Indemnified Party and each Contributor Indemnified Party is and express and intended third party beneficiary of the indemnities provided in this Section 8.
All amounts due and payable from Parent or Contributee to a Contributor Indemnified Party shall be made by wire transfer of immediately available funds within five (5) Business Days following final determination of a claim pursuant to Section 8.3. Any amount due and payable from Contributor (or subsequent transferee of the OP Units) to a Contributee Indemnified Party pursuant to this ARTICLE 8 shall be satisfied, at Contributor’s sole discretion, in cash, by the forfeiture of OP Units, or both.
If any writ ten notice of claim has been given by any OP Indemnified Party to Contributor prior to the OP Claim Termination Date or by any Contributor Indemnified Party to the Operating Partnership prior to the Contributor Claim Termination Date, then the relevant representations, warranties and indemnities shall survive the OP Claim Termination Date or Contributor Claim Termination Date, as applicable, as to (but only as to) such Warranty Claim, until such Warranty Claim has been finally resolved.
Each Party agrees that the previous sentence shall not limit or otherwise affect any non-monetary right or remedy which any Contributor Indemnified Party may have under this Agreement or otherwise limit or affect any Contributor Indemnified Party’s right to seek equitable relief, including the remedy of specific performance for non-monetary relief.