Common use of Indemnification by Contributors Clause in Contracts

Indemnification by Contributors. (a) Contributors shall, in the manner provided below, indemnify and hold harmless the Company and each of its Affiliates, officers, directors, managers, employees, agents, representatives, successors, and assigns (the “Company Indemnified Parties”) from, against, and with respect to, and will compensate and reimburse the Company Indemnified Parties for, any Damages of any kind or character, regardless of whether or not such Damages relate to any direct or third party claim, arising out of or resulting from: (i) severally and not jointly with respect to any breach of or inaccuracy in any of the representations or warranties of such Contributor under this Agreement, (ii) jointly and not severally with respect to any breach of or inaccuracy in any of the representations or warranties of CCCI this Agreement, (iii) severally and not jointly with respect to any failure by such Contributor to perform or observe, or to have performed or observed, in full any covenant, agreement, or condition to be performed or observed by such Contributor under this Agreement or any other Transaction Document, or (iv) severally and not jointly with respect to any Indemnified Taxes. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, Contributors shall not be liable for any information contained in the Registration Statement or in any Prospectus, or in any subsequent registration statement or prospectus or prospectus supplement contained therein or relating thereto, except for information furnished in writing by Contributors, or by an authorized representative of Contributors on behalf of Contributors, to the Company expressly for inclusion therein. (b) The indemnification obligations of the Contributors shall be subject to the following limitations:

Indemnification by Contributors. The Contributors, jointly ------------------------------- and severally (a) Contributors shalleach, in the manner provided belowfor purposes of Sections 14.1 and 14.2, indemnify a "Contributor Indemnifying Party"), shall indemnify, defend and hold harmless the Partnership, the Company and each of its Affiliatestheir respective shareholders, partners, trustees, officers, directors, managers, employees, agents, representatives, successorsemployees, Affiliates, successors and assigns (collectively, for purposes of this paragraph, the “"Company Indemnified Parties”") fromfrom and against any and all losses, againstdamages, claims, liabilities, actions, suits, proceedings and with respect tocosts and expenses of investigation or defense thereof, and will compensate and reimburse the Company Indemnified Parties for, any Damages of any kind or character, regardless of whether or not such Damages relate to any direct or third party claimincluding attorneys' fees payable as incurred, arising out of or resulting from: (i) severally and not jointly with respect relating to any (a) misrepresentation or breach of or inaccuracy in any of the representations or warranties of such Contributor under this Agreement, (ii) jointly and not severally with respect to any breach of or inaccuracy in any of the representations or warranties of CCCI this Agreement, (iii) severally and not jointly with respect to any failure warranty by such Contributor to perform Indemnifying Party or observe, nonfulfillment of any covenant or to have performed or observed, in full any covenant, agreement, or condition agreement to be performed or observed complied with by such Contributor Indemnifying Party under this Agreement and any agreement, document, instrument, certificate, schedule or exhibit contemplated hereby; (b) untrue or incomplete statement of a material fact contained in any statement or information provided by such Contributor Indemnifying Party or based on any omission to state therein a material fact required to be stated therein or other information necessary to make the statements therein not misleading; (c) any debts, liabilities or obligations (whether known or unknown, disputed or undisputed, fixed, contingent or otherwise) associated with or relating to any of the Contributor Indemnifying Parties, their officers, directors, partners, trustees or Affiliates or the Properties, or secured by any of the Contributor Indemnifying Parties, or by any of the Properties, except those specified on Schedule 9.23 hereto, including any ------------- obligations under any of the Leases and Service Contracts, to the extent any such obligation was to be performed prior to the Closing Date, or was to be performed after the Closing Date as a result of a breach or default under any of the Leases or Service Contracts by the Contributor Indemnifying Parties or their Affiliates prior to the Closing Date; (d) any action taken, or any failure to act, by such Contributor Indemnifying Party in connection with this transaction and the transactions contemplated herein constituting a breach of this Agreement or any other Transaction Documentagreement, document or (iv) severally and not jointly with respect instrument contemplated hereby or a breach of a duty owed to any Indemnified Taxes. For person, including, without limitation, any action taken to redeem or otherwise liquidate the avoidance interest of doubt and notwithstanding anything to certain holders in anticipation of the contrary in this Agreement, Contributors shall not be liable for any information contained in the Registration Statement or in any Prospectus, or in any subsequent registration statement or prospectus or prospectus supplement contained therein or relating thereto, except for information furnished in writing by Contributors, or by an authorized representative of Contributors on behalf of Contributorstransactions contemplated herein, to the Company expressly extent such action or failure to act results in a violation (or alleged violation) of applicable laws or of the fiduciary duties owed to such holders; (e) pollution or threat to human health or the environment, or any Environmental Claim against any person or entity whose liability for inclusion therein. such Environmental Claim the Contributors have assumed or retained either contractually or by operation of law, that is related in any way to any of the Properties, including, without limitation, all on-site and off- site activities relating to any of the Properties involving Substances of Concern, and that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing Date, whether or not the pollution or threat to human health or the environment, or the existence of any Environmental Claim, is known to the Contributor Indemnifying Parties; (bf) The indemnification regardless of whether it arises as a breach of any representation or warranty, any debts, liabilities or obligations of the Contributors shall be subject Contributor Indemnifying Parties (whether known or unknown, disputed or undisputed, fixed, contingent or otherwise) of, associated with or relating to any asset or property other than the Properties, except those specified on Schedule 9.23 hereto; and (g) any and all damages and ------------- expenses incident to any of the foregoing or to the following limitations:enforcement of this Section 14.2.