Common use of Bulk Sale Clause in Contracts

Bulk Sale. It shall be the obligation of Xxxxxxxx to comply with any bulk sale requirements, statutes, laws, ordinances and regulations promulgated with respect thereto, if any, in the State in which the Property is located, or in or by any governmental entity having jurisdiction with respect thereto, and to provide proof of such compliance or proof that no such compliance is required, to Brandywine OP, at or prior to Closing. In any event, Xxxxxxxx shall indemnify Brandywine OP and save and hold Brandywine OP harmless from and against any claims, suits, demands, liabilities or obligations of any kind or nature whatsoever, including all costs of defending same, and reasonable attorneys' fees paid or incurred in connection therewith, arising out of or relating to any claim made by any third party or any liability asserted by any third party that any applicable bulk sales law or like statute has not been complied with. The provisions of this Section shall survive the Closing of the transaction contemplated hereby.

Appears in 3 contracts

Samples: Agreement of Purchase and Sale (Brandywine Realty Trust), Agreement of Purchase and Sale (Prentiss Properties Trust/Md), Agreement of Purchase and Sale (Prentiss Properties Trust/Md)

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Bulk Sale. It shall be the obligation of Xxxxxxxx Contributor to comply with any bulk sale requirements, statutes, laws, ordinances and regulations promulgated with respect thereto, if any, in the State in which the Property is located, or in or by any governmental entity having jurisdiction with respect thereto, and to provide proof of such compliance or proof that no such compliance is required, to Brandywine OPthe Partnership, at or prior to Closing. In any event, Xxxxxxxx Contributor shall indemnify Brandywine OP the Partnership and save and hold Brandywine OP the Partnership harmless from and against any claims, suits, demands, liabilities or obligations of any kind or nature whatsoever, including all costs of defending same, and reasonable attorneys' ’ fees paid or incurred in connection therewith, arising out of or relating to any claim made by any third party or any liability asserted by any third party that any applicable bulk sales law or like statute has not been complied with. The provisions of this Section shall survive the Closing of the transaction contemplated hereby.

Appears in 2 contracts

Samples: Contribution Agreement (Ashford Hospitality Trust Inc), Contribution Agreement (Ashford Hospitality Trust Inc)

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Bulk Sale. It shall be the obligation of Xxxxxxxx Partnership and --------- Contributor to comply with any bulk sale requirements, statutes, laws, ordinances and regulations promulgated with respect thereto, if any, in the State in which the Property is located, or in or by any governmental entity having jurisdiction with respect thereto, and to provide proof of such compliance or proof that no such compliance is required, to Brandywine OPXxxxxxxx, at or prior to Closing. In any event, Xxxxxxxx Contributor shall indemnify Brandywine OP Xxxxxxxx and save and hold Brandywine OP Xxxxxxxx harmless from and against any claims, suits, demands, liabilities or obligations of any kind or nature whatsoever, including all costs of defending same, and reasonable attorneys' fees paid or incurred in connection therewith, arising out of or relating to any claim made by any third party or any liability asserted by any third party that any applicable bulk sales law or like statute has not been complied with. The provisions of this Section shall survive the Closing of the transaction contemplated hereby.

Appears in 1 contract

Samples: Contribution Agreement (Prentiss Properties Trust/Md)

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