By the Transferee Clause Samples

By the Transferee. Transferee shall indemnify and save and hold harmless each of the Property Partnerships, the Contributing Partners and their respective directors, officers, employees, agents, representatives and affiliates (each of which is a "TCR INDEMNIFIED PARTY") from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (a) the inaccuracy of any representation made by, or the failure to comply with any covenant or agreement of, the Transferee in Sections 7.8 or 7.9 of this Agreement or in any other provision of this Agreement that survives the Closing or (b) any Liability of the Property Partnerships incurred after the applicable Closing.

By the Transferee. Subject to Section 18.6 hereof, the Transferee shall indemnify and save and hold harmless each of the Contributors, the Contributing Partners and their respective directors, officers, employees, agents, attorneys, representatives and affiliates from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to: (i) the inaccuracy of any representation made by, or the failure to comply with any covenant or agreement of, the Transferee in Sections 6.1, 8.7 or 8.8 of this Agreement or in any other provision of this Agreement that survives the Closing; or (ii) net adjustments made pursuant to Article 10 hereof that result in a credit to the TCR Parties to the extent that the amount thereof could not or was not determined pursuant to such Article 10 prior to or as of the end of the periods described on Section 10.6, as applicable. This indemnification shall survive for the Survival Period.

By the Transferee. Transferee shall indemnify and ----------------- save and hold harmless each of the Contributors, the Contributing Partners and their respective directors, officers, employees, agents, representatives and affiliates (each of which is a "TCR INDEMNIFIED PARTY") from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (a) the inaccuracy of any representation made by, or the failure to comply with any agreement of, Transferee in Section 7.10 of this Agreement or in ------------ any other provision of this Agreement that survives the Closing, or (b) any untrue statement of a material fact contained in the Information Statement or omission to state any material fact in the Information Statement 37 required to be stated in the Information Statement with respect to the Company, the Operating Company or the Equity Securities or necessary in order to make the statements in the Information Statement with respect to the Company, the Operating Company or the Equity Securities, in light of the circumstances under which they were made, not misleading.

By the Transferee. The Transferee shall indemnify and hold harmless the Transferor, its members, managers, officers, employees and agents (the "Transferor Indemnitees") from and against all Losses actually incurred by the Transferor Indemnitees in connection with each and all of the following: (i) any misrepresentation or breach of any representation or warranty made by the Transferee in this Agreement; (ii) any breach of any covenant, agreement or obligation of the Transferee contained in this Agreement or any other agreement, instrument or document contemplated by this Agreement; and (iii) any Assumed Liabilities.

By the Transferee. The Transferee shall indemnify and hold harmless the Transferor and Issuer, its stockholders, members, managers, directors, officers, employee and agents (the “Transferor Indemnitees”) from and against all Losses actually incurred by the Transferor Indemnitees in connection with each and all of the following: (i) any misrepresentation or breach of any representation or warranty made by the Transferee in this Agreement; (ii) any breach of any covenant, agreement or obligation of the Transferee contained in this Agreement or any other agreement, instrument or document contemplated by this Agreement; and (iii) any claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses arising out of or based upon the use of the Assets after Closing.

By the Transferee. From and after and by virtue of the Closing, subject to the provisions of this Article IX, the Transferee agrees to indemnify, defend and hold harmless the Transferring Entities (the “Transferor Indemnified Parties”) from and against all Losses incurred, suffered, or sustained by the Transferor Indemnified Parties, or any of them to the extent directly or indirectly resulting from or arising out of, or relating to any of the following: (i) any breach of any representation or warranty contained in Article IV of this Agreement or in any certificate delivered at the Closing in connection with this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers set forth in such representation or warranty for purposes of determining whether there is a breach and the amount of any Loss resulting from or arising out of such breach; (ii) the non-performance, or any breach of any covenant or agreement of the Transferee contained in this Agreement; and (iii) any Assumed Liability (provided that the Transferor Indemnified Parties shall not be entitled to any such indemnification with respect to any Assumed Liabilities to the extent any Losses are attributable to the Class A-1 Common Units held by Transferor or any of its Affiliates).