Common use of Acquirer's Indemnity Clause in Contracts

Acquirer's Indemnity. The Acquirer agrees to indemnify and hold each Owner, and each Owner's employees, directors, members, partners, affiliates, officers and agents (each of which is an "Indemnified Owner Party") harmless of and from all Losses which the Indemnified Owner Party may suffer or incur by reason of (a) any breach of the Acquirer's representations or warranties contained in Section 2.1 of this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Company or the operation of the Property on or after the Closing Date, and (c) the ownership or operation of the Property and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property' operations at any time on or after the Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Education Realty Trust, Inc.), Agreement and Plan of Merger (Education Realty Trust, Inc.)

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Acquirer's Indemnity. The Acquirer agrees to indemnify and hold each Ownerthe Contributor, and each Owner's its employees, directors, members, partners, affiliates, officers affiliates and agents (each of which is an "Indemnified Owner Party") harmless of and from all Losses liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) which the Indemnified Owner Party Contributor may suffer or incur by reason of (a) any breach of the Acquirer's its representations or warranties contained in Section 2.1 of this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Company or the operation of the Property Contributed Assets on or after to the Closing Date, and (c) the ownership or operation of the Property and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property' ’s operations at any time on or after the Closing Date.

Appears in 2 contracts

Samples: Contribution Agreement (Summit Hotel Properties, Inc.), Contribution Agreement (Summit Hotel OP, LP)

Acquirer's Indemnity. The Acquirer agrees to indemnify and hold each Ownerthe Contributor, BCC and each Owner's their respective employees, directors, members, partners, affiliates, officers affiliates and agents (each of which is an "Indemnified Owner Party") harmless of and from all Losses liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) which the Indemnified Owner Party Contributor may suffer or incur by reason of (a) any breach of the Acquirer's its representations or warranties contained in Section 2.1 of this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Company or the operation of the Property Contributed Assets on or after the Closing Date, and (c) the ownership or operation of the Property Project and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property Project or any portion thereof or with respect to the Property' Project's operations at any time on or after the Closing Date.

Appears in 2 contracts

Samples: Contribution Agreement (Highland Hospitality Corp), Contribution Agreement (Highland Hospitality Corp)

Acquirer's Indemnity. The Acquirer agrees to indemnify and hold each Ownerthe Contributor, and each Ownerthe Contributor's employees, directors, members, partners, affiliates, officers affiliates and agents (each of which is an "Indemnified Owner Contributor Party") harmless of and from all Losses which the Indemnified Owner Contributor Party may suffer or incur by reason of (a) any breach of the Acquirer's representations or warranties contained in Section 2.1 of this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Company Interests or the operation of the Property on or after the Closing Date, and (c) the ownership or operation of the Property and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property' operations at any time on or after the Closing Date.

Appears in 2 contracts

Samples: Contribution Agreement (Education Realty Trust, Inc.), Contribution Agreement (Education Realty Trust, Inc.)

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Acquirer's Indemnity. The Acquirer agrees to indemnify and hold each OwnerContributor, and each OwnerContributor's employees, directors, members, partners, affiliates, officers affiliates and agents (each of which is an "Indemnified Owner Contributor Party") harmless of and from all Losses which the Indemnified Owner Contributor Party may suffer or incur by reason of (a) any breach of the Acquirer's representations or warranties contained in Section 2.1 of this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Company Interests or the operation of the Property on or after the Closing Date, and (c) the ownership or operation of the Property and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property' operations at any time on or after the Closing Date.

Appears in 2 contracts

Samples: Contribution Agreement (Education Realty Trust, Inc.), Contribution Agreement (Education Realty Trust, Inc.)

Acquirer's Indemnity. The Acquirer agrees to indemnify and hold each Ownerthe Contributor, BCC and each Owner's their respective employees, directors, members, partners, affiliates, officers affiliates and agents (each of which is an "Indemnified Owner Party") harmless of and from all Losses liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) which the Indemnified Owner Party Contributor may suffer or incur by reason of (a) any breach of the Acquirer's its representations or warranties contained in Section 2.1 of this Agreement, (b) any act or cause of action occurring or accruing on or after the Closing Date and arising from the ownership of the Company Contributed Assets or the operation of the Property Project on or after the Closing Date, and (c) the ownership or operation of the Property Project and relating to the period on or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property Project or any portion thereof or with respect to the Property' Project's operations at any time on or after the Closing Date.

Appears in 1 contract

Samples: Contribution Agreement (Highland Hospitality Corp)

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