Common use of Indemnification by Contributors Clause in Contracts

Indemnification by Contributors. The Contributors shall jointly and severally indemnify, defend and hold harmless PREIT and the Partnership (collectively, "Buyer Indemnified Persons") against and in respect of any and all losses, costs, expenses (including, without limitation, costs of investigation and reasonable defense and attorneys' fees), claims, damages, obligations, liabilities or diminutions in value, whether or not involving a third party claim (collectively, "Damages"), arising out of, based upon or otherwise in respect of: (a) any inaccuracy in or breach of any representation or warranty of either Contributor made in or pursuant to this Agreement (including, without limitation, the certificate referred in Section 7.3(a)(ii), which, for this purpose will be deemed to have stated, inter alia, that the Contributors' representations and warranties in this Agreement were true and correct as of the Closing Date as if made on the Closing Date); (b) any breach or nonfulfillment of any covenant or obligation of either Contributor contained in this Agreement or (c) any of the matters set forth on Schedule 9.1(c) hereto; provided, however, that to the extent that Damages arising from breaches of representations and warranties were taken into account in reducing the Deemed Closing Value, the Non-Credit Tenant Value or the Post-Adjustment Value (as defined in Schedule A), such Damages shall not be recoverable by Buyer Indemnified Persons pursuant to this Agreement.

Indemnification by Contributors. The Contributors Subject to the limitations on liability set forth in Section 9.3, each Contributor shall jointly and severally indemnify, defend and hold harmless PREIT and the Partnership (collectively, "Buyer Indemnified Persons") against and in respect of any and all losses, costs, expenses (including, without limitation, costs of investigation and reasonable defense and attorneys' fees), claims, damages, obligations, liabilities or diminutions in value, whether or not involving a third party claim (collectively, "Damages"), arising out of, based upon or otherwise in respect of: (a) any inaccuracy in or breach of any representation or warranty of either such Contributor made in or pursuant to this Agreement (including, without limitation, the certificate referred in Section 7.3(a)(ii), which, for this purpose will be deemed to have stated, inter alia, that the Contributors' representations and warranties in this Agreement were true and correct as of the Closing Date as if made on the Closing Date); (b) any breach or nonfulfillment of any covenant or obligation of either any Contributor contained in this Agreement Agreement; or (c) any of the matters set forth on Schedule 9.1(c) hereto; provided, however, that to the extent that Damages arising from breaches of representations and warranties were taken into account in reducing the Deemed Closing Value, the Non-Credit Tenant Value or the Post-Adjustment Value (as defined in Schedule A), such Damages shall not be recoverable by Buyer Indemnified Persons pursuant to this Agreement.