Common use of Indemnification and Exculpation Clause in Contracts

Indemnification and Exculpation. 28.1. Tenant agrees to indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against any and all Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of a Tenant Party’s use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent caused by Landlord’s negligence or willful misconduct. In the event Landlord receives notice of a Claim for which Tenant is obligated to indemnify Landlord pursuant to the preceding sentence, then Landlord shall (a) promptly provide notice to Tenant of such Claim, (b) take all reasonable measures to mitigate any damages thereunder and (c) not enter into any settlement agreement without the express written consent of Tenant, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to Sections 23.7, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant's option and with counsel reasonably acceptable to Tenant) and hold the Tenant Parties harmless from and against any and all Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising out of Landlord’s gross negligence or willful misconduct. In the event Tenant receives notice of a Claim for which Landlord is obligated to indemnify Tenant pursuant to the preceding sentence, then Tenant shall (x) promptly provide notice to Landlord of such Claim, (y) take all reasonable measures to mitigate any damages thereunder and (z) not enter into any settlement agreement without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification and Exculpation. 28.18. Tenant The Company (the "INDEMNIFYING PARTY") agrees to indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) indemnify and hold harmless the Landlord Indemnitees harmless Placement Agents, their affiliates and their parents and their affiliates, and the respective directors, officers, agents and employees of the Placement Agents, their affiliates and their parents and their affiliates, and each person, if any, who controls either of the Placement Agents within the meaning of the Act or the Exchange Act from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (or actions or proceedings in respect thereof) to which the Placement Agents or such entity or person may become subject related to or arising out of (i) the Placement Agents' engagement hereunder including, without limitation, the use or content of the Registration Statement, any preliminary prospectus or the Prospectus, or any amendment or supplement thereto, or (ii) the activities of the Company in connection with the Offerings, and will reimburse the Placement Agents and each such entity or person for all Claims arising reasonable legal and other expenses as incurred in connection with investigating, preparing, pursuing or defending any such loss, claim, damage, judgment, assessment, cost, liability, action, investigation or proceeding whether or not in connection with pending or threatened litigation in which either the Placement Agents or any such entity or person is a party; provided, however, that the Company shall not be liable in the case of clause (i) for losses, claims, damages, judgments, assessments, costs, liabilities or expenses that (x) a court of competent jurisdiction shall have found in a final judgment which is no longer subject to appeal or further review to have arisen solely from injury the gross negligence or death willful misconduct of either of the Placement Agents or (y) are caused by any untrue statement or omission or alleged untrue statement or omission based upon information relating to the Placement Agents furnished in writing to the Company by the Placement Agents specifically for use in the Registration Statement, any preliminary prospectus or any Prospectus or any amendment or supplement thereto. In case any proceeding shall be instituted involving any person in respect to whom indemnity may be sought, such person (the "INDEMNIFIED PARTY") shall promptly notify the indemnifying party in writing; provided, however, that failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability the indemnifying party may have on account of this indemnity or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of a Tenant Party’s use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunderotherwise, except to the extent caused the indemnifying party shall have been materially prejudiced by Landlord’s negligence or willful misconductsuch failure. The indemnifying party, upon the request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may reasonably designate in such proceedings and shall pay as incurred the fees and expenses of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel at its own expense, except that the indemnifying party shall pay as incurred the reasonable fees and expenses of counsel retained by the indemnified party in the event Landlord receives notice of a Claim for which Tenant is obligated to indemnify Landlord pursuant that (i) the indemnifying party and the indemnified party shall have mutually agreed to the preceding sentence, then Landlord shall (a) promptly provide notice to Tenant retention of such Claimcounsel, (bii) take the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of all such parties by the same counsel would constitute a real or perceived conflict of interest in the reasonable measures opinion of the indemnified party, due to mitigate any damages thereunder actual or potential differing interests between them or (iii) the indemnifying party has failed to assume the defense and (c) employ counsel. The indemnifying party shall not enter into be liable for any settlement agreement of any proceeding effected without the express its written consent of Tenant, (which consent shall not be unreasonably withheld), conditioned but if settled with such consent or delayed. Subject to Sections 23.7if there be a final judgment for the plaintiff, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord indemnifying party agrees to indemnifyindemnify the indemnified party to the extent set forth in this Agreement. The indemnifying party will not, savewithout the prior written consent of the indemnified party, defend (at Tenant's option and with counsel reasonably acceptable settle, compromise or consent to Tenant) and hold the Tenant Parties harmless entry of any judgment in or otherwise seek to terminate any pending or threatened action or proceeding in respect of which indemnification or contribution may be sought hereunder unless such settlement, compromise, consent or termination includes an unconditional release of the indemnified party from and against any and all Claims arising from injury liability with respect to such action or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising out of Landlord’s gross negligence or willful misconductproceeding. In the event Tenant receives notice of a Claim claim for which Landlord indemnification as described herein is obligated to indemnify Tenant pursuant unavailable or insufficient, then the Company shall contribute to the preceding sentenceaggregate losses, then Tenant claims, damages or liabilities to which the Placement Agents, their affiliates and their parents and their affiliates, and the respective directors, officers, agents, employees or controlling persons may be subject in such amount as is appropriate to reflect the relative benefits received by the Company on the one hand and the party seeking contribution on the other and the relative fault of the Company on the one hand and the party seeking contribution on the other, as well as any relevant equitable contributions; provided, however, that in no event shall the Company contribute less than the amount necessary to ensure that the Placement Agents and such entities and persons, in the aggregate, are not liable for any losses, claims, damages, judgments, assessments, costs and other liabilities in excess of the amount of the Placement Fee actually received by the Placement Agents hereunder. The relative benefits received by the Company and on the one hand and the Placement Agents on the other shall be deemed to be in the same proportion as the total net proceeds from the Concurrent Offering (xbefore deducting expenses) promptly provide notice received by the Company bear to Landlord the Placement Fee paid to the Placement Agents by the Company. The provisions of such Claimthis Agreement relating to reimbursement, (y) take all reasonable measures to mitigate indemnification and contribution shall survive termination, modification or completion of the engagement of the Placement Agents and shall be binding upon any damages thereunder and (z) not enter into any settlement agreement without successors or assigns of the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedCompany.

Indemnification and Exculpation. 28.1. Tenant (a) The Company (in such capacity, the “Indemnifying Party”) agrees to indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) indemnify and hold harmless the Landlord Indemnitees harmless Investors, and each of their Affiliates and each of the Investors’ and their Affiliates’ respective officers, directors, partners, shareholders, members, trustees, controlling persons, employees, agents, advisors, attorneys and representatives (each, an “Indemnified Party”) from and against any and all Claims losses, claims, damages, liabilities, and costs and expenses (including, without limitation, reasonable and documented fees and disbursements of outside counsel), to which any Indemnified Party may become subject arising from injury out of or death in connection with or relating to this Equity Commitment Agreement or the transaction documents and the transactions contemplated hereby, or any breach by the Company of this Equity Commitment Agreement or any Plan Support Agreement, or any claim, litigation, investigation or proceeding relating to any person of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for all reasonable and documented out-of-pocket legal and other expenses incurred by it in connection with investigating, preparing to defend or damage defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of a Tenant Party’s use or occupancy of the Premises or a breach or default by Tenant foregoing (including, without limitation, in connection with the performance enforcement of any the indemnification obligations set forth herein), irrespective of its obligations hereunderwhether the transactions contemplated hereby are consummated, except to the extent caused such cost or expense is found in a final non-appealable judgment by Landlorda court of competent jurisdiction to have resulted from an Indemnified Party’s negligence or willful misconduct. In the event Landlord receives notice of a Claim for which Tenant is obligated to indemnify Landlord pursuant to the preceding sentencebad faith, then Landlord shall (a) promptly provide notice to Tenant of such Claim, (b) take all reasonable measures to mitigate any damages thereunder and (c) not enter into any settlement agreement without the express written consent of Tenant, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to Sections 23.7, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant's option and with counsel reasonably acceptable to Tenant) and hold the Tenant Parties harmless from and against any and all Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising out of Landlord’s gross negligence or willful misconduct. In misconduct or from such Indemnified Party’s breach of the event Tenant receives notice relevant Plan Support Agreement, as applicable, or this Equity Commitment Agreement; provided, that the Indemnifying Party shall not have to reimburse the legal fees and expenses of a Claim more than one outside counsel (and any local counsel) for all Indemnified Persons with respect to any specific matter for which Landlord indemnification is obligated to indemnify Tenant pursuant to the preceding sentencesought unless, then Tenant shall (x) promptly provide notice to Landlord as reasonably determined by any such Indemnified Person or its counsel, representation of all such Claim, (y) take all reasonable measures to mitigate any damages thereunder and (z) not enter into any settlement agreement without the express written consent Indemnified Persons would be inappropriate or impracticable or create an actual or potential conflict of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedinterest.

Indemnification and Exculpation. 28.1. Tenant agrees to will indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold the and save Landlord Indemnitees and its officers, directors, shareholders, partners and agents (each an "Indemnitee") harmless from all fines, suits, losses, costs, expenses, liabilities, claims, demands, actions, damages and against judgments ("Liabilities") suffered by or recovered from the Indemnitee, of every kind and character, resulting from (i) the operation, condition, maintenance, use or occupancy of the Premises, (ii) any and all Claims arising from injury bodily injury, death or death to any person or property damage to any property occurring within in or about the Premises, (iii) Tenant's or Tenant's agent's negligence or willful misconduct, or (iv) any breach or default in the Buildingperformance in a timely manner of any obligation on Tenant's part to be performed under this Lease. Tenant, the Property or the Project arising directly or indirectly out of as a Tenant Party’s use or occupancy material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons, in, upon or about the Premises arising from any cause, and Tenant hereby waives all claims in respect thereof against Landlord; provided, however, that Tenant does not assume the risk of and does not waive any claims for Liabilities resulting from Landlord's negligence or a willful misconduct, or from any breach or default by Landlord in its obligations under this Lease. If any proceeding is brought wherein Tenant is required to indemnify and defend an Indemniteee, Tenant shall retain counsel reasonably satisfactory to the indemnified party to defend the indemnified party at the indemnifying party's sole cost and expense. All such costs and expenses, including attorneys' fees and court costs, shall be a demand obligation owing by the indemnifying party to the indemnified party. The indemnifying party's obligations under this Paragraph 13 shall survive the termination or expiration of this Lease. Landlord shall indemnify, defend and hold and save Tenant and its, officers, directors, shareholders, partners and agents (each a "Tenant Indemnitee") harmless from all fines, suits, losses, costs, expenses, liabilities, claims, demands, actions, damages and judgments, suffered by or recovered from the Tenant Indemnitees, or every kind and character, resulting from (i) Landlord's breach or default in the performance in a timely manner of any of its Landlord's obligations hereunder, except to the extent caused by and (ii) Landlord’s 's or Landlord's agent's negligence or willful misconduct. In the event Landlord receives notice of a Claim for which Tenant is obligated to indemnify Landlord pursuant to the preceding sentence, then Landlord shall (a) promptly provide notice to Tenant of such Claim, (b) take all reasonable measures to mitigate any damages thereunder and (c) not enter into any settlement agreement without the express written consent of Tenant, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to Sections 23.7, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant's option and with counsel reasonably acceptable to Tenant) and hold the Tenant Parties harmless from and against any and all Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising out of Landlord’s gross negligence or willful misconduct. In the event Tenant receives notice of a Claim for which Landlord is obligated to indemnify Tenant pursuant to the preceding sentence, then Tenant shall (x) promptly provide notice to Landlord of such Claim, (y) take all reasonable measures to mitigate any damages thereunder and (z) not enter into any settlement agreement without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification and Exculpation. 28.1. Tenant agrees Subject to indemnifySection 9 and this Section 19, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) the Partnership shall indemnify and hold harmless, to the Landlord Indemnitees harmless fullest extent permitted by law, each of the Officers and Partners and their respective direct and indirect executors, administrators, heirs, assigns, partners, members, shareholders, employees, agents, directors and officers, as applicable, in each case in their capacity as such (collectively, the “Indemnitees”), from and against any and all Claims arising from injury claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments, awards, costs and expenses (including reasonable attorneys’ fees, disbursements and court costs) (collectively, “Losses”) incurred by reason of any act or death omission performed or omitted by such Indemnitees in good faith on behalf of the Partnership and, except for any act or omission constituting the exercise by the Incumbent General Partner of any Exclusive Special General Partner Rights and Powers or requiring the prior written consent of the Special General Partner under Section 9(d), in a manner reasonably believed to be within the scope of the authority conferred on such Indemnitee by this Agreement, provided that the foregoing indemnity shall not apply to any person or damage to any property occurring within or about the PremisesLosses which arise out of, the Building, the Property or the Project arising directly or indirectly out of a Tenant Party’s use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, except but only to the extent caused such Losses arise out of, the gross negligence, fraud or willful misconduct of such Indemnitee as determined by Landlordthe final, nonappealable order of a court of competent jurisdiction; provided, however, that any indemnity under this Section 19 by the Partnership shall be provided out of and to the extent of Partnership assets only, and the Partners shall not have personal liability on account thereof; and provided further, that so long as the Master Agreement remains in effect, no indemnity payment from funds of the Partnership (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 19 shall be payable. Notwithstanding anything to the contrary contained herein, the Partnership’s negligence obligation to indemnify any party hereunder shall, for so long as there remains outstanding any obligation of the Partnership under the Inducement Agreement, be fully subordinated to the obligations of the Partnership under the Inducement Agreement and, to the fullest extent permitted by law, shall not constitute a claim against the Partnership in the event that available cash flow is insufficient to pay such obligation. To the fullest extent permitted by law but subject to Section 10, Section 11, and Section 19(c), the Indemnitees shall not have any liability (including, without limitation, liabilities for the breach of any fiduciary duties) to the Partnership or any other Person who is bound by this Agreement for any Losses incurred by reason of any act or omission performed or omitted by such Indemnitees in good faith on behalf of the Partnership and, except for any act or omission constituting the exercise by the Incumbent General Partner of any Exclusive Special General Partner Rights and Powers or requiring the prior written consent of the Special General Partner under Section 9(d), in a manner reasonably believed to be within the scope of the authority conferred on such Indemnitee by this Agreement, except where such Losses are incurred by reason of such Indemnitee’s gross negligence, fraud or willful misconduct. In The Indemnitees shall be entitled to rely upon the advice of legal counsel, accountants and other experts, including financial advice of investment bankers, and any act of or failure to act by an Indemnitee in good faith reliance upon such advice shall in no event Landlord receives notice of a Claim for which Tenant is obligated subject an Indemnitee to indemnify Landlord pursuant liability to the preceding sentencePartnership or any other Person who is bound by this Agreement. Notwithstanding any provision to the contrary set forth herein, then Landlord nothing contained in this Agreement shall be interpreted or construed as (ai) promptly provide notice eliminating or otherwise restricting in any way the duties (including fiduciary duties) or liabilities for breach of contract or breach of duties (including fiduciary duties) of the Incumbent General Partner to Tenant the Partnership and the Partners arising from any act or omission of such Claimthe Incumbent General Partner in contravention of Section 9(c), Section 9(d) (b) take all reasonable measures by reason of the failure to mitigate any damages thereunder and (c) not enter into any settlement agreement without obtain the express prior written consent of Tenantthe Special General Partner) or Section 21(a), which consent shall not be unreasonably withheldor (ii) entitling or providing the Incumbent General Partner or any of its direct and indirect executors, conditioned or delayed. Subject administrators, heirs, assigns, partners, members, shareholders, employees, agents, directors and officers (collectively, the “Incumbent General Partner Parties”) with any rights to Sections 23.7, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant's option and with counsel reasonably acceptable to Tenant) and hold the Tenant Parties harmless from and against any and all Claims indemnification under this Section 9 arising from injury any act or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising out of Landlord’s gross negligence or willful misconduct. In the event Tenant receives notice of a Claim for which Landlord is obligated to indemnify Tenant pursuant to the preceding sentence, then Tenant shall (x) promptly provide notice to Landlord omission of such ClaimIncumbent General Partner Party in contravention of Section 9(c), Section 9(d) (y) take all reasonable measures by reason of the failure to mitigate any damages thereunder and (z) not enter into any settlement agreement without obtain the express prior written consent of Landlordthe Special General Partner) or Section 21(a). To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by an Indemnitee defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 19. To the fullest extent permitted by law but in all events subject to Section 9(c), Indemnitee shall be fully relieved of duties (including fiduciary duties), and fully protected from liability to the Partnership, any Partner or any other Person who is bound by this Agreement in relying in good faith upon the provisions of this Agreement, upon the records of the Partnership and upon such information, opinions, reports or statements presented to the Partnership by any Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which consent distributions to the Partners might properly be paid. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of an Indemnitee to the Partnership or its Partners otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnitee to the fullest extent permitted by law. The foregoing provisions of this Section 19 shall not be unreasonably withheld, conditioned or delayedsurvive any termination of this Agreement.

Indemnification and Exculpation. 28.1. Tenant agrees to (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold harmless each person who is now, or has been at any time prior to the Landlord Indemnitees harmless from and date of this Agreement or who becomes such prior to the Effective Time, an officer, director, agent, fiduciary or employee of the Company or any of its subsidiaries (the "Indemnified Persons") against (i) any and all Claims arising from injury losses, claims, damages, costs, expenses, fines, liabilities or death to any person judgments or damage to any property occurring within or about amounts that are paid in settlement with the Premises, the Building, the Property or the Project arising directly or indirectly out of a Tenant Party’s use or occupancy approval of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent caused by Landlord’s negligence or willful misconduct. In the event Landlord receives notice of a Claim for indemnifying party (which Tenant is obligated to indemnify Landlord pursuant to the preceding sentence, then Landlord shall (a) promptly provide notice to Tenant of such Claim, (b) take all reasonable measures to mitigate any damages thereunder and (c) not enter into any settlement agreement without the express written consent of Tenant, which consent approval shall not be unreasonably withheld) of or in connection with any claim, conditioned action, suit, proceeding or delayed. Subject investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer, agent, fiduciary or employee of the Company or any of its subsidiaries whether pertaining to Sections 23.7any action or omission existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, 28.2 or at or after, the Effective Time ("Indemnified Liabilities"), and 31.12 and any subrogation provisions contained (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby; provided, however, that in the Work Letter, Landlord agrees case of the Surviving Corporation such indemnification shall only be to indemnify, save, defend (at Tenant's option and with counsel reasonably acceptable to Tenant) and hold the Tenant Parties harmless from and against any and all Claims arising from injury or death to any person or damage to any property occurring within or about fullest extent a corporation is permitted under the Premises, the Building, the Property or the Project arising out of Landlord’s gross negligence or willful misconduct. In the event Tenant receives notice of a Claim for which Landlord is obligated IBCL to indemnify Tenant pursuant to its own directors, officers, agents, fiduciaries and employees, and in the preceding sentencecase of Parent, then Tenant shall (x) promptly provide notice to Landlord of such Claim, (y) take all reasonable measures to mitigate any damages thereunder and (z) not enter into any settlement agreement without the express written consent of Landlord, which consent indemnification shall not be unreasonably withheldlimited by the IBCL but such indemnification shall not be applicable to any claims made against the Indemnified Persons (A) if a judgment or other final adjudication established that their acts or omissions were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so deliberated or (B) arising out of, conditioned based upon or delayed.attributable to the gaining in fact of any financial profit or other advantage to which they were not legally entitled. Parent and the Surviving Corporation, as the case may be, will pay all expenses of each Indemnified Person in advance of the final disposition of any such action or proceeding, in the case of the Surviving Corporation only to the fullest extent permitted by law upon receipt of any undertaking contemplated by Section 23-1-37-10 of the IBCL. Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Person (whether arising before or after the Effective Time), (i) the Indemnified Persons may retain counsel satisfactory to them and Parent and the Surviving Corporation, (ii) Parent shall, and shall cause the Surviving Corporation to, pay all reasonable fees and expenses of such counsel for the Indemnified Persons promptly as statements therefor are received and

Indemnification and Exculpation. 28.1. Tenant The Borrower hereby agrees to indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) tp indemnify and hold harmless the Landlord Indemnitees harmless Lender and any affiliates of the Lender (and all directors, officers, employees, attorneys and agents of the Lender and of any affiliates of the Lender) from and against all Claims, causes of action, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, fees, taxes and other liabilities, including without limitation reasonable attorneys' fees (whether incurred at trial, at any and all Claims appellate level, or without litigation), by whomsoever brought or caused, which may at any time or times be imposed upon, incurred by or asserted against the Lender or any other of such indemnitees, in any way arising from injury under or death relating to any person or damage to any property occurring within or about the Premisesthis Agreement, the Building, Mortgage Debenture or any transaction contemplated herein or therein (except to the Property extent of such indemnitee's gross negligence or the Project arising directly or indirectly out of a Tenant Party’s use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunderwillful misconduct). Moreover, except to the extent caused by Landlord’s negligence of his, her or willful misconduct. In the event Landlord receives notice of a Claim for which Tenant is obligated to indemnify Landlord pursuant to the preceding sentence, then Landlord shall (a) promptly provide notice to Tenant of such Claim, (b) take all reasonable measures to mitigate any damages thereunder and (c) not enter into any settlement agreement without the express written consent of Tenant, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to Sections 23.7, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant's option and with counsel reasonably acceptable to Tenant) and hold the Tenant Parties harmless from and against any and all Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising out of Landlord’s its gross negligence or willful misconduct. In , neither the event Tenant receives notice Lender nor any other of a Claim for which Landlord is obligated to indemnify Tenant pursuant such indemnitees shall at any time incur any liability whatsoever to the preceding sentence, then Tenant shall Borrower (x) promptly provide notice to Landlord and the Borrower hereby expressly waives and releases any and all Claims and causes of action whatsoever which the Borrower may at any time or times have against the Lender or any other of such Claimindemnitees) in connection with this Agreement, (y) take all reasonable measures to mitigate the Mortgage Debenture, or any damages thereunder and (z) not enter into any settlement agreement without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned transaction contemplated herein or delayedtherein.

Indemnification and Exculpation. 28.18. Tenant The Company (the "INDEMNIFYING PARTY") agrees to indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) indemnify and hold harmless the Landlord Indemnitees harmless Placement Agents, their affiliates and their parents and their affiliates, and the respective directors, officers, agents and employees of the Placement Agents, their affiliates and their parents and their affiliates, and each person, if any, who controls any of the Placement Agents within the meaning of the Act or the Exchange Act from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (or actions or proceedings in respect thereof) to which the Placement Agents or such entity or person may become subject related to or arising out of (i) the Placement Agents' engagement hereunder including, without limitation, the use or content of the Registration Statement, any preliminary prospectus or the Prospectus, or any amendment or supplement thereto, or (ii) the activities of the Company in connection with the Offerings, and will reimburse the Placement Agents and each such entity or person for all Claims arising reasonable legal and other expenses as incurred in connection with investigating, preparing, pursuing or defending any such loss, claim, damage, judgment, assessment, cost, liability, action, investigation or proceeding whether or not in connection with pending or threatened litigation in which either the Placement Agents or any such entity or person is a party; provided, however, that the Company shall not be liable in the case of clause (i) for losses, claims, damages, judgments, assessments, costs, liabilities or expenses that (x) a court of competent jurisdiction shall have found in a final judgment which is no longer subject to appeal or further review to have arisen solely from injury the gross negligence or death willful misconduct of either of the Placement Agents or (y) are caused by any untrue statement or omission or alleged untrue statement or omission based upon information relating to the Placement Agents furnished in writing to the Company by the Placement Agents specifically for use in the Registration Statement, any preliminary prospectus or any Prospectus or any amendment or supplement thereto. In case any proceeding shall be instituted involving any person in respect to whom indemnity may be sought, such person (the "INDEMNIFIED PARTY") shall promptly notify the indemnifying party in writing; provided, however, that failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability the indemnifying party may have on account of this indemnity or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of a Tenant Party’s use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunderotherwise, except to the extent caused the indemnifying party shall have been materially prejudiced by Landlord’s negligence or willful misconductsuch failure. The indemnifying party, upon the request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may reasonably designate in such proceedings and shall pay as incurred the fees and expenses of such counsel related to such proceeding. In any such proceeding, any indemnified party shall the right to retain its own counsel at its own expense, except that the indemnifying party shall pay as incurred the reasonable fees and expenses of counsel retained by the indemnified party in the event Landlord receives notice of a Claim for which Tenant is obligated to indemnify Landlord pursuant that (i) the indemnifying party and the indemnified party shall have mutually agreed to the preceding sentence, then Landlord shall (a) promptly provide notice to Tenant retention of such Claimcounsel, (bii) take the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of all such parties by the same counsel would constitute a real or perceived conflict of interest in the reasonable measures opinion of the indemnified party, due to mitigate any damages thereunder actual or potential differing interests between them or (iii) the indemnifying party has failed to assume the defense and (c) employ counsel. The indemnifying party shall not enter into be liable for any settlement agreement of any proceeding effected without the express its written consent of Tenant, (which consent shall not be unreasonably withheld), conditioned but if settled with such consent or delayed. Subject to Sections 23.7if there be a final judgment for the plaintiff, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord indemnifying party agrees to indemnifyindemnify the indemnified party to the extent set forth in this Agreement. The indemnifying party will not, savewithout the prior written consent of the indemnified party, defend (at Tenant's option and with counsel reasonably acceptable settle, compromise or consent to Tenant) and hold the Tenant Parties harmless entry of any judgment in or otherwise seek to terminate any pending or threatened action or proceeding in respect of which indemnification or contribution may be sought hereunder unless such settlement, compromise, consent or termination includes an unconditional release of the indemnified party from and against any and all Claims arising from injury liability with respect to such action or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising out of Landlord’s gross negligence or willful misconductproceeding. In the event Tenant receives notice of a Claim claim for which Landlord indemnification as described herein is obligated to indemnify Tenant pursuant unavailable or insufficient, then the Company shall contribute to the preceding sentenceaggregate losses, then Tenant claims, damages or liabilities to which the Placement Agents, their affiliates and their parents and their affiliates, and the respective directors, officers, agents, employees or controlling persons may be subject in such amount as is appropriate to reflect the relative benefits received by the Company on the one hand and the party seeking contribution on the other and the relative fault of the Company on the one hand and the party seeking contribution on the other, as well as any relevant equitable contributions; provided, however, that in no event shall the Company contribute less than the amount necessary to ensure that the Placement Agents and such entities and persons, in the aggregate, are not liable for any losses, claims, damages, judgments, assessments, costs and other liabilities in excess of the amount of the Placement Fee actually received by the Placement Agents hereunder. The relative benefits received by the Company and on the one hand and the Placement Agents on the other shall be deemed to be in the same proportion as the total net proceeds from the Concurrent Offering (xbefore deducting expenses) promptly provide notice received by the Company bear to Landlord the Placement Fee paid to the Placement Agents by the Company. The provisions of such Claimthis Agreement relating to reimbursement, (y) take all reasonable measures to mitigate indemnification and contribution shall survive termination, modification or completion of the engagement of the Placement Agents and shall be binding upon any damages thereunder and (z) not enter into any settlement agreement without successors or assigns of the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedCompany.

Indemnification and Exculpation. 28.1. Tenant agrees to indemnify(a) Without limiting any additional rights that any employee may have under any agreement or Company Plan, savefrom the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, defend Parent shall, or shall cause the Company to, indemnify and hold harmless each present (at Landlord’s option and with counsel reasonably acceptable to Landlordas of the Effective Time) and hold former officer, director, manager or employee of the Landlord Indemnitees harmless from Company and against any and all Claims arising from injury or death to any person or damage to any property occurring within or about the Premisesits Subsidiaries (collectively, the Building“Indemnified Parties”), the Property as applicable against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or the Project investigative, arising directly or indirectly out of a Tenant Party’s use or occupancy pertaining to (i) the fact that the Indemnified Party is or was an officer, director, manager, employee, fiduciary or agent of the Premises Company or a breach or default by Tenant in the performance of any of its obligations hereunder, except Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent caused by Landlordpermitted under applicable Law and the Company’s negligence or willful misconductArticles of Incorporation and Bylaws, each as at the date hereof (collectively, the “Constituent Documents”). In the event Landlord receives notice of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from Parent or the Company, as applicable, to the fullest extent permitted under applicable Law and the applicable Constituent Documents, within ten Business Days of receipt by Parent or the Company, as applicable, from the Indemnified Party of a Claim for which Tenant request therefor; provided, that any Person to whom expenses are advanced provides an unsecured undertaking to repay such advances if it is obligated ultimately determined that such Person is not entitled to indemnify Landlord pursuant indemnification, (B) none of Parent or the Company shall settle, compromise or consent to the preceding sentenceentry of any judgment in any proceeding or threatened action, then Landlord shall suit, proceeding, investigation or claim (a) promptly provide notice to Tenant and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Claim, (b) take Indemnified Party from all reasonable measures to mitigate any damages thereunder and (c) not enter into any settlement agreement without the express written consent of Tenant, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to Sections 23.7, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant's option and with counsel reasonably acceptable to Tenant) and hold the Tenant Parties harmless from and against any and all Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project liability arising out of Landlord’s gross negligence such action, suit, proceeding, investigation or willful misconductclaim or such Indemnified Party otherwise consents, and (C) the Company shall cooperate in the defense of any such matter. In Parent and the event Tenant receives notice of a Claim Company shall be jointly and severally liable for which Landlord is obligated the obligation to indemnify Tenant pursuant provide indemnification to the preceding sentence, then Tenant shall (x) promptly provide notice to Landlord of such Claim, (y) take all reasonable measures to mitigate any damages thereunder and (z) not enter into any settlement agreement without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.Indemnified Parties. 66

Indemnification and Exculpation. 28.1. Tenant agrees 1) Subject to indemnifySection 7, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) the Company shall indemnify and hold harmless, to the Landlord Indemnitees harmless fullest extent permitted by law, each of the Officers, Members and their respective direct and indirect executors, administrators, heirs, assigns, partners, members, shareholders, employees, agents, directors and officers, as applicable, in each case in their capacity as such (collectively, the “Indemnitees”), from and against any and all Claims arising from injury claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments, awards, costs and expenses (including reasonable attorneys’ fees, disbursements and court costs) (collectively, “Losses”) incurred by reason of any act or death omission performed or omitted by such Indemnitees in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnitee by this Agreement, provided that the foregoing indemnity shall not apply to any person or damage to any property occurring within or about the PremisesLosses which arise out of, the Building, the Property or the Project arising directly or indirectly out of a Tenant Party’s use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, except but only to the extent caused such Losses arise out of, the gross negligence, fraud or willful misconduct of such Indemnitee as determined by Landlordthe final, nonappealable order of a court of competent jurisdiction. Provided, however, that subject to Section 11, any indemnity under this Section 21 by the Company shall be provided out of and to the extent of Company assets only, and the Members shall not have personal liability on account thereof; and provided further, that so long as the Master Agreement remains in effect or any of the Obligations is outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 21 shall be payable. Notwithstanding anything to the contrary contained herein, the Company’s negligence obligation to indemnify any party hereunder shall, for so long as there remains any obligation of the Partnership under the Inducement Agreement, be fully subordinated to the Obligations and, to the fullest extent permitted by law, shall not constitute a claim against the Company in the event that available cash flow is insufficient to pay such obligation. To the fullest extent permitted by law, the Indemnitees shall not have any liability to the Company or any other Person who is bound by this Agreement for any Losses incurred by reason of any act or omission performed or omitted by such Indemnitees in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnitee by this Agreement, except where such Losses are incurred by reason of such Indemnitee’s gross negligence, fraud or willful misconduct. In The Indemnitees shall be entitled to rely upon the advice of legal counsel, accountants and other experts, including financial advice of investment bankers, and any act of or failure to act by an Indemnitee in good faith reliance upon such advice shall in no event Landlord receives notice of a Claim for which Tenant is obligated subject an Indemnitee to indemnify Landlord pursuant liability to the preceding sentenceCompany or any other Person who is bound by this Agreement. To the fullest extent permitted by applicable law, then Landlord shall expenses (aincluding reasonable legal fees) promptly provide notice incurred by an Indemnitee defending any claim, demand, action, suit or proceeding shall, from time to Tenant time, be advanced by the Company prior to the final disposition of such Claimclaim, (b) take all reasonable measures demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to mitigate any damages thereunder repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 21. To the fullest extent permitted by law, an Indemnitee shall be fully protected in relying in good faith upon the records of the Company and (c) not enter into any settlement agreement without the express written consent of Tenantupon such information, which consent shall not be unreasonably withheldopinions, conditioned reports or delayed. Subject to Sections 23.7, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant's option and with counsel reasonably acceptable to Tenant) and hold the Tenant Parties harmless from and against any and all Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising out of Landlord’s gross negligence or willful misconduct. In the event Tenant receives notice of a Claim for which Landlord is obligated to indemnify Tenant pursuant statements presented to the preceding sentenceCompany by any Person as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, then Tenant shall (x) promptly provide notice including information, opinions, reports or statements as to Landlord the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Equity Members might properly be paid. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of an Indemnitee to the Company or its members otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Claim, (y) take all reasonable measures Indemnitee to mitigate the fullest extent permitted by law. The foregoing provisions of this Section 21 shall survive any damages thereunder and (z) not enter into any settlement agreement without the express written consent termination of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedthis Agreement.

Indemnification and Exculpation. 28.1. 27.1 To the maximum extent permitted by applicable law, and without regard to the existence of any insurance provided for herein or the policy limits of any such insurance, Tenant agrees to shall protect, indemnify, savedefend, defend and save harmless Landlord, its affiliates, the entities listed in Exhibit E, and any lender, mortgagee, ground lessor, master landlord, beneficiary, historic or other tax credit investor or other financing source, and their respective directors, officers, shareholders, members, managers, partners, agents, employees, representatives, successors and assigns and other entities designated by Landlord as additional insureds (at Landlordcollectively, the “Landlord Indemnitees”) for, from, against, and regarding any and all claims, suits, proceedings, actions, liabilities, expenses, losses, costs, deficiencies, fines, penalties, judgments or damages (including consequential or punitive damages) of any kind or nature and reasonable attorneys’ fees and expenses (collectively, “Claims”), on account of any matter or thing, action, or failure to act arising out of or in connection with this Lease, the Premises or the operations of Tenant on any portion of the Premises, including damage to other tenants’ premises or property occurring on or after the Commencement Date. Notwithstanding anything in this Lease to the contrary, Tenant’s option indemnification obligations under this Lease shall include, and with counsel reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against extend to, any and all Claims arising from injury regardless of whether the possibility of any such Claims has been disclosed to Tenant in advance or death whether the possibility of any such Claims could have been reasonably foreseen by Tenant but shall not include or extend to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of a Tenant Party’s use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, except Claims to the extent caused by Landlord’s negligence or willful misconduct. In the event Landlord receives notice of a Claim for which Tenant is obligated to indemnify Landlord pursuant those Claims are attributable to the preceding sentence, then Landlord shall (a) promptly provide notice to Tenant of such Claim, (b) take all reasonable measures to mitigate any damages thereunder and (c) not enter into any settlement agreement without the express written consent of Tenant, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to Sections 23.7, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant's option and with counsel reasonably acceptable to Tenant) and hold the Tenant Parties harmless from and against any and all Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising out of Landlord’s gross negligence or willful misconduct. In the event Tenant receives notice of a Claim for which Landlord is obligated to indemnify Tenant pursuant to the preceding sentence, then Tenant shall (x) promptly provide notice to Landlord of such Claim, (y) take all reasonable measures to mitigate any damages thereunder and (z) not enter into any settlement agreement without the express written consent misconduct of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification and Exculpation. 28.1. Tenant agrees (a)Subject to indemnifySection 7, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) the Company shall indemnify and hold harmless, to the Landlord Indemnitees harmless fullest extent permitted by law, each of the Officers, Members and their respective direct and indirect executors, administrators, heirs, assigns, partners, members, shareholders, employees, agents, directors and officers, as applicable, in each case in their capacity as such (collectively, the “Indemnitees”), from and against any and all Claims arising from injury claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments, awards, costs and expenses (including reasonable attorneys’ fees, disbursements and court costs) (collectively, “Losses”) incurred by reason of any act or death omission performed or omitted by such Indemnitees in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnitee by this Agreement, provided that the foregoing indemnity shall not apply to any person or damage to any property occurring within or about the PremisesLosses which arise out of, the Building, the Property or the Project arising directly or indirectly out of a Tenant Party’s use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, except but only to the extent caused by Landlord’s negligence such Losses arise out of, the gross negligence, fraud or willful misconductmisconduct of such Indemnitee as determined by the final, nonappealable order of a court of competent jurisdiction. In Provided, however, that subject to Section 11, any indemnity under this Section 21 by the Company shall be provided out of and to the extent of Company assets only, and the Members shall not have personal liability on account thereof; and provided further, that so long as the Master Agreement remains in effect or any of the Obligations is outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 21 shall be payable. Notwithstanding anything to the contrary contained herein, the Company’s obligation to indemnify any party hereunder shall, for so long as there remains any obligation of the Partnership under the Inducement Agreement, be fully subordinated to the Obligations and, to the fullest extent permitted by law, shall not constitute a claim against the Company in the event Landlord receives notice of a Claim for which Tenant that available cash flow is obligated insufficient to indemnify Landlord pursuant to the preceding sentence, then Landlord shall (a) promptly provide notice to Tenant of pay such Claim, (b) take all reasonable measures to mitigate any damages thereunder and (c) not enter into any settlement agreement without the express written consent of Tenant, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to Sections 23.7, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant's option and with counsel reasonably acceptable to Tenant) and hold the Tenant Parties harmless from and against any and all Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising out of Landlord’s gross negligence or willful misconduct. In the event Tenant receives notice of a Claim for which Landlord is obligated to indemnify Tenant pursuant to the preceding sentence, then Tenant shall (x) promptly provide notice to Landlord of such Claim, (y) take all reasonable measures to mitigate any damages thereunder and (z) not enter into any settlement agreement without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedobligation.

Indemnification and Exculpation. 28.1. Tenant agrees to After the Closing, Sponsor shall indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) reimburse and hold harmless the Landlord Indemnitees Acquirer for all liabilities, losses, damages, costs (including legal costs), expenses, claims, interest, awards, judgments and penalties (collectively, “Damages”) suffered or incurred by the Acquirer or its affiliates arising out of or in connection with (1) a breach of the representations and warranties provided in Sections 8 and 9 of this Agreement and the covenants provided in Sections 5 and 6, and (2) any actions, suits, or proceedings brought or initiated by the public shareholders of SPAC against SPAC or Sponsor in connection with the delay in making the Specified Extension Payments (the “Shareholders Litigation”). After the Closing, Acquirer shall indemnify, reimburse and hold harmless the Sponsor for all Damages suffered or incurred by the Sponsor or its affiliates arising out of or in connection with a breach of the representations and warranties provided in Section 10 of this Agreement and the covenants provided in this Agreement. Notwithstanding the foregoing, (I) Acquirer shall not be entitled to receive any indemnification from Sponsor unless the total Damages incurred by Acquirer exceeds the amount of the Cash Excess Amount, and against then the recoverable amount shall be limited to only the amount of Damages that exceeds the Cash Excess Amount, and (II) any and all Claims arising from injury or death claim for indemnification with respect to any person Shareholders Litigation shall only be satisfied by a transfer to Acquirer of the applicable portion of the Relevant Shares, with the value assigned to each of the Relevant Shares being (a) $10, in the case of a claim made prior to the closing of Business Combination or damage (b) the closing price reported on Bloomberg of each Relevant Share (or share into which each Relevant Share is converted) on the last trading day before the date of the claim, in each case, of a claim made after the closing of a Business Combination; provided that, this limitation shall not apply to a claim for indemnification by Acquirer against Sponsor with respect to any property occurring within Shareholders Litigation if all of the Relevant Shares have been transferred to Acquirer in accordance with Section 6(g). The Cash Excess Amount shall only be used to pay bona fide expenses of the SPAC in pursuit of or about the Premisesin connection with a Business Combination, and in connection with any claim hereunder, the Building, the Property or the Project arising directly or indirectly out of a Tenant Party’s use or occupancy of the Premises Cash Excess Account shall be subject to reasonable review of the Sponsor. The indemnification provisions set forth in this Section 12 shall be the sole and exclusive post-Closing remedy available to any Party in respect of the Transactions and the other transactions contemplated by this Agreement, including with respect to any breach of any representation, warranty, covenant or a breach agreement in this Agreement. SPAC shall renew or default by Tenant otherwise extend its current directors’ and officers’ liabilities insurance policy to the expiration date of SPAC, if and to the extent extended. All rights to exculpation or indemnification for acts or omissions occurring through the date hereof now existing in the performance favor of any of its obligations hereunder, the officers and directors of SPAC prior to the consummation of the Transactions will survive the execution of this Agreement and the Closing and will continue in full force and effect in accordance with their terms and will not be amended by SPAC to eliminate or reduce such rights except to the extent caused required by Landlord’s negligence or willful misconduct. In the event Landlord receives notice of a Claim for which Tenant is obligated to indemnify Landlord pursuant to the preceding sentence, then Landlord shall (a) promptly provide notice to Tenant of such Claim, (b) take all reasonable measures to mitigate any damages thereunder and (c) not enter into any settlement agreement without the express written consent of Tenant, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to Sections 23.7, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant's option and with counsel reasonably acceptable to Tenant) and hold the Tenant Parties harmless from and against any and all Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising out of Landlord’s gross negligence or willful misconduct. In the event Tenant receives notice of a Claim for which Landlord is obligated to indemnify Tenant pursuant to the preceding sentence, then Tenant shall (x) promptly provide notice to Landlord of such Claim, (y) take all reasonable measures to mitigate any damages thereunder and (z) not enter into any settlement agreement without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedlaw.

Indemnification and Exculpation. 28.1. (a) Subject to the provisions of Sections 23 and 24, and to the extent not covered by insurance required to be carried by Landlord, Tenant agrees to shall indemnify, saveprotect, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against all loss, cost, liability, damage or expense (including, but not limited to, penalties, fines, reasonable attorneys' fees or costs (but not lost profits or consequential damages)) (collectively, "Claims") to any and all Claims person, property or entity arising from injury Tenant's use of the Premises or death the conduct of its business therein or from any activity, work or thing done or permitted to be done by Tenant, or any person of Tenant's agents, employees or damage to any property occurring within contractors in or about the Premises, the BuildingBuilding or Common Areas. Tenant shall further indemnify, the Property or the Project protect, defend and hold Landlord harmless from all claims arising directly or indirectly out of a Tenant Party’s use or occupancy of the Premises or a from any breach or default by Tenant in the performance of any obligation to be performed by Tenant under the express terms of its obligations hereunder, except to the extent caused by Landlord’s negligence or willful misconduct. In the event Landlord receives notice of a Claim this Lease for which Tenant is obligated has received the prior written notice of such default by Tenant required under this Lease and has had a reasonable period of time within which to indemnify Landlord cure such default pursuant to the preceding sentenceprovisions hereof, then or arising from the willful misconduct or negligence of Tenant or of its agents, contractors, invitees or employees and from and against all costs, reasonable attorneys' fees, expenses and liabilities (but not lost profits or consequential damages) incurred in or about such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against Landlord shall (a) promptly provide notice to Tenant by reason of any such Claimclaim, (b) take all reasonable measures to mitigate any damages thereunder and (c) not enter into any settlement agreement without the express written consent of Tenant, which consent upon notice from Landlord, shall not be unreasonably withheld, conditioned or delayed. Subject to Sections 23.7, 28.2 and 31.12 and any subrogation provisions contained in defend the Work Letter, Landlord agrees to indemnify, save, defend (same at Tenant's option and with expense by counsel reasonably acceptable to Tenant) and hold approved in writing by Landlord. Notwithstanding any of the foregoing, however, in no event whatsoever shall Tenant Parties harmless from and against any and all Claims arising from injury be liable for Landlord's lost profits or death to any person Landlord's consequential damages beyond the rent payable by Tenant under this Lease or damage to any property occurring within or about rent payable by other tenants in the Premises, the Building, the Property or the Project arising out of Landlord’s gross negligence or willful misconduct. In the event Tenant receives notice of a Claim for which Landlord is obligated to indemnify Tenant pursuant to the preceding sentence, then Tenant shall (x) promptly provide notice to Landlord of such Claim, (y) take all reasonable measures to mitigate any damages thereunder and (z) not enter into any settlement agreement without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedProject.