Common use of By Transferor Clause in Contracts

By Transferor. Transferor hereby agrees to indemnify, protect, defend and hold Transferee and each present and former director, officer and employee of Transferee harmless from and against any Claims arising out of or in connection with (i) the breach of any of Transferor’s representations or warranties set forth herein (subject to the survival limitations set forth in Section 8.16 hereof), (ii) the breach of any of Transferor’s covenants or agreements set forth herein, or (iii) any claim or cause of action brought by a third-party that arises as a result of an action or event that occurred prior to the Closing and during Transferor’s period of ownership of the applicable Property, that relates to the ownership of the Entity Interests, or the ownership, operation or maintenance of the Properties; provided, however, that Transferor’s obligation to indemnify Transferee under clause (i) above shall be subject to the following restrictions, (a) Transferor shall not be obligated to pay any amounts with respect to breaches of representations and warranties until the aggregate obligation of Transferor with respect to such breaches hereunder and under Section 14.1.2 of the Related Acquisition Agreement exceeds, in the aggregate, $250,000, whereupon Transferor shall be liable for all such amounts whether or not they exceed $250,000, and (b) in no event shall the aggregate liability of Transferor to Transferee with respect to breaches of representations and warranties hereunder (other than breaches under Section 8.14 hereof for which no cap shall apply) and under Section 14.1.2 of the Related Acquisition Agreement exceeds, in the aggregate, $7,500,000.

By Transferor. Transferor hereby agrees to indemnify, protect, defend and hold Transferee and each present and former director, officer and employee of Transferee harmless from and against any Claims arising out of or in connection with (i) the breach of any of Transferor’s representations or warranties set forth herein (subject to the survival limitations set forth in Section 8.16 hereof), (ii) the breach of any of Transferor’s covenants or agreements set forth herein, or (iii) any claim or cause of action brought by a third-party that arises as a result of an action or event that occurred prior to the Closing and during Transferor’s period of ownership of the applicable Property, that relates to the ownership of the Entity Interests, or the ownership, operation or maintenance of the Properties; provided, however, that Transferor’s obligation to indemnify Transferee under clause (i) above shall be subject to the following restrictions, (a) Transferor shall not be obligated to pay any amounts with respect to breaches of representations and warranties until the aggregate obligation of Transferor with respect to such breaches hereunder and under Section 14.1.2 of the Related Acquisition Agreement exceeds, in the aggregate, exceeds $250,000, whereupon Transferor shall be liable for all such amounts whether or not they exceed $250,000, and (b) in no event shall the aggregate liability of Transferor to Transferee with respect to breaches of representations and warranties hereunder (other than breaches under Section 8.14 hereof for which no cap shall apply) and under Section 14.1.2 of the Related Acquisition Agreement exceeds, in the aggregate, exceed $7,500,000.