Contributor Indemnification Sample Clauses
Contributor Indemnification. Subject to the indemnification limitations set forth in this Agreement, from and after the Closing Date, the Indemnity Holdback Amount shall be used to indemnify and hold harmless the Company, the Operating Partnership and each of their respective directors, officers, employees, agents, representatives and Affiliates (each of which is a “Company Indemnified Party”) from and against any and all Losses in excess of the greater of (i) 4.5% of the Indemnity Holdback Amount or (ii) $250,000, in each case in the aggregate, arising out of or relating to, asserted against, imposed upon or incurred by such Company Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor or in any schedule, exhibit, certificate or affidavit or any other document delivered by the Contributor pursuant to this Agreement; provided, however, that the Contributor shall not have any obligation under this Section 5.02 to indemnify any Company Indemnified Party against any Losses to the extent that such Losses arise by virtue of the Company’s or the Operating Partnership’s breach of this Agreement, gross negligence, willful misconduct or fraud; provided further, however, that, to the extent such Losses relate to breach of a representation, warranty or covenant of the Contributor regarding a Person or the assets and liabilities of a Person that the Company or the Operating Partnership has or acquires an interest in from a Person other than the Contributor, the indemnification pursuant to this Section 5.02 shall be limited to the portion of such Losses attributable to the interest acquired from the Contributor pursuant to this Agreement. The Contributor hereby grants to the Operating Partnership a security interest in the OP Units held as the Indemnity Holdback Amount to secure the indemnification obligations set forth in this Section 5.02.
Contributor Indemnification. Subject to the limitations provided below, from and after the Closing Date, each Contributor agrees to, jointly and severally, indemnify, defend and hold harmless the MacKenzie Indemnified Parties from and against all Losses, which are incurred or suffered by any of them based upon, arising out of, in connection with or by reason of (i) any act, omission, occurrence or event accruing, arising or occurring prior to the Closing Date (except as otherwise set forth in sub‑sections (ii), (iii) or (iv) of this Section), (ii) the breach of any of the representations or warranties of such Contributor, (iii) any breach by such Contributor of its obligations under this Agreement, including any covenant required to be performed by such Contributor pursuant to the terms of this Agreement, or (iv) any claim brought against one or more MacKenzie Indemnified Parties by any Person who directly or indirectly owned an equity interest in the Property Owner prior to the Closing (or another Person on behalf of such Person who directly or indirectly owned an equity interest in the Property Owner prior to the Closing) arising as a result of the transactions contemplated by this Agreement.
Contributor Indemnification. From and after the Closing, subject to the limitations and other provisions of this Article 7, ▇▇▇ agrees to indemnify, defend, and hold Contributee, SST II, and each of their respective Affiliates, and their respective officers, directors, stockholders, partners, managers, and members and their respective heirs, legatees, devisees, executors, administrators, trustees, personal representatives, successors and assigns (each, a “Contributee Indemnified Party”), harmless from and against any and all Losses incurred by any Contributee Indemnified Party relating to:
(a) the breach of any representation or warranty made by ▇▇▇ or SS OP Holdings and contained in Article 3;
(b) the breach or failure to perform any covenant or agreement made or undertaken by ▇▇▇ or SS OP Holdings in this Agreement;
(c) the Excluded Assets; and
(d) the Excluded Liabilities.
Contributor Indemnification. From and after the Closing, subject to the limitations and other provisions of this ARTICLE 8, Contributor agrees to indemnify, defend, and hold Contributee, Parent, and each of their respective Affiliates (including NewCo and the Contributed Subsidiaries), and each of their respective officers, directors, stockholders, partners, managers, and members and their respective heirs, legatees, devisees, executors, administrators, trustees, personal representatives, successors and assigns (each, a “Contributee Indemnified Party”), harmless from and against any and all Losses incurred by any Contributee Indemnified Party relating to:
(a) the breach of any representation or warranty made by Contributor contained in ARTICLE 3;
(b) the breach or failure to perform any covenant or agreement made or undertaken by Contributor or NewCo in this Agreement;
(c) the Excluded Assets;
(d) the Excluded Liabilities; and
(e) the excess, if any, by which Net Debt and Transaction Expenses exceeds $7,300,000.
Contributor Indemnification. From and after the Closing, subject to the other provisions of this Article 7, the Contributor agrees to indemnify, defend, and hold Contributee, STAR, and each of their respective Affiliates, and their respective officers, directors, stockholders, partners, managers, and members and their respective heirs, legatees, devisees, executors, administrators, trustees, personal representatives, successors and assigns (each, a “Contributee Indemnified Party”), harmless from and against any and all Losses incurred by any Contributee Indemnified Party arising from, as a result of, in connection with, or relating to:
(a) the breach of any representation or warranty made by the Contributor or any of its Affiliates and contained in this Agreement or the other Transaction Documents;
(b) the breach or failure to perform any covenant or agreement made or undertaken by the Contributor or any of its Affiliates in this Agreement or any other Transaction Documents;
(c) the Excluded Assets;
(d) the Excluded Liabilities; and
(e) the failure to obtain any Contributor Required Third Party Consents, which failure results in the acceleration of payment by STAR or the Contributee pursuant to any loan, mortgage, deed to secure debt, or other debt obligation in effect as of the Closing Date, provided, however, that such failure to obtain such Contributor Required Third Party Consent was not the direct result of STAR’s or the Contributee’s gross negligence or willful act or failure to act.
Contributor Indemnification. From and after the Closing, subject to the other provisions of this Article 7, GCC and GC LLC, jointly and severally agree to indemnify, defend, and hold Contributee, GCEAR, and each of their respective Affiliates, and their respective officers, directors, stockholders, partners, managers, and members and their respective heirs, legatees, devisees, executors, administrators, trustees, personal representatives, successors and assigns (each, a “Contributee Indemnified Party”), harmless from and against any and all Losses incurred by any Contributee Indemnified Party arising from, as a result of, in connection with, or relating to:
(a) the breach of any representation or warranty made by GCC or GC LLC and contained in this Agreement or the other Transaction Documents;
(b) the breach or failure to perform any covenant or agreement made or undertaken by GCC or GC LLC in this Agreement or any other Transaction Documents;
(c) the Excluded Assets;
(d) the Excluded Liabilities; and
(e) the failure to obtain any GCEAR Required Third Party Consents, which failure results in the acceleration of payment by GCEAR or the Contributee pursuant to any loan, mortgage, deed to secure debt, or other debt obligation in effect as of the Closing Date, provided, however, that such failure to obtain such GCEAR Required Third Party Consent was not the direct result of GCEAR’s or the Contributee’s gross negligence or willful act or failure to act.
Contributor Indemnification. The Company hereby agrees to defend, indemnify and hold harm- less the Contributor from and against any and all damages, liabilities, costs and expenses, includ- ing court costs and reasonable attorneys’ fees and disbursements arising out of or relating to any claim, action or proceeding (each, a “Claim”) by a third-party relating to or arising directly or indirectly out of:
a. a Claim that if proven would constitute a breach by the Company or any of the Company’s Representatives of this Agreement or any express representation, warranty, or obligation of the Company contained herein; or
b. a Claim that if proven would constitute a failure to fulfill any express responsibility or obligation assumed by the Company under this Agreement.
Contributor Indemnification. Subject to the limitations provided below, from and after the Closing Date, the Contributor agrees to indemnify, defend and hold harmless the Operating Partnership and its affiliates from and against any and all damage, loss liability and expense (collectively, "Losses") which are incurred or suffered by it based upon, arising out of, in connection with or by reason of any one or more of the following (such Losses, collectively, the "Indemnification Amounts"): (a) the breach of any of the representations or warranties of the Contributor; and/or (b) any breach by the Contributor of its obligations under this Agreement including any covenant required to be performed by the Contributor pursuant to the terms of this Agreement.