Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Each seller of Registrable Shares, severally (and not jointly or jointly and severally), will indemnify and hold harmless the Partnership, each of its directors and officers and each underwriter, if any, and each person, if any, who controls the Partnership or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Partnership, such director, officer, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Partnership relating to such seller by or on behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment, supplement or other disclosure document; provided, however, that the obligations of a Limited Partner hereunder shall be limited to an amount equal to the net proceeds to the Limited Partner arising from the sale of Registrable Shares as contemplated herein.

Indemnification by Sellers. Each seller In connection with any Registration Statement in which a Holder of Registrable SharesSecurities is participating, severally (each such Holder will furnish to the Company in writing information concerning such Holder that is required by the provisions of applicable law and not jointly regulation to be included in a Registration Statement as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, each such Holder, jointly and severally), will indemnify and hold harmless the PartnershipCompany, each of its directors and officers and each underwriter, if anyofficers, and each person, if any, Person who controls the Partnership or any such underwriter (within the meaning of the Securities Act or Act) the Exchange Act, Company against any losses, claims, damages or liabilitiesdamages, joint or several, to which the Partnership, such director, officer, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon and expenses resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, Prospectus or preliminary prospectus or any amendment thereof or supplement to the Registration Statement, thereto or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleading, if but only to the extent that such untrue statement or omission was made is contained in reliance upon and in conformity with any information so furnished in writing to the Partnership relating to by such seller by or on behalf of such seller, specifically Holder expressly for use in connection with the preparation of such Registration Statement, prospectus, amendment, supplement or other disclosure document; provided, however, that the obligations indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of a Limited Partner hereunder any such loss, claim, damage, liability, or action if such settlement is effected without the consent of such Holder, which consent shall not be limited to an amount equal to unreasonably withheld or delayed; and provided, further, that, in no event shall any indemnity under this Section 7.2 exceed the net proceeds to the Limited Partner arising from the sale of Registrable Shares as contemplated hereinoffering actually received by such Holder.

Indemnification by Sellers. Each seller of Registrable SharesSeller will severally, severally (and but not jointly or jointly and severally)jointly, will indemnify and hold harmless (in the Partnershipsame manner and to the same extent as set forth in subsection 5(a), including, without limitation, clauses (y) and (z) of the proviso set forth therein) the Company and its directors, officers and controlling persons, each of its directors and officers other party registering securities under a Registration Statement and each underwriter, if anydealer manager or similar securities industry professional participating in the distribution of Seller's Registrable Shares and such securities industry professional's respective directors, officers, partners and each personcontrolling persons and any other party offering securities under such Registration Statement, if any, who controls the Partnership or (i) with respect to any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Partnership, such director, officer, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any materially untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statementfact, or any amendment or supplement to the Registration Statement, or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state a material fact required with respect to be stated therein such Registration Statement or necessary to make the statements therein not misleading, Prospectus if the such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Partnership relating to such seller Company by or on behalf of such seller, specifically Seller for use in such Registration Statement or Prospectus, (ii) results from the fact that such Seller sold Registrable Shares to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus if the Company had previously furnished copies thereof to Sellers and such Prospectus, as then amended or supplemented, corrected such misstatements or omission, or (iii) results from such Seller breaching one or more of its obligations hereunder. Each Seller will reimburse the indemnified parties for any legal or other costs or expenses incurred in connection with defending any such loss, claim, damage, liability, action or proceeding resulting from the preparation actions of such Registration Statement, prospectus, amendment, supplement or other disclosure documentSeller; provided, however, that in no event shall any Seller's individual indemnification obligations under this Addendum exceed the obligations of a Limited Partner hereunder shall be limited to an amount equal to the net aggregate proceeds to the Limited Partner arising such Seller has received from the sale of such Seller's Registrable Shares as contemplated hereinShares; provided further, however, that nothing herein shall be deemed or construed to limit, modify, or otherwise affect each Seller's indemnification obligations under Article 8 of the Stock Purchase Agreement.

Indemnification by Sellers. Each seller In connection with any Registration Statement in which a holder of Registrable SharesSecurities is participating, severally (each such holder will furnish to the Company in writing information concerning such holder that is required by the provisions of applicable law and not jointly regulation to be included in a Registration Statement as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, each such holder, jointly and severally), will indemnify and hold harmless the PartnershipCompany, each of its directors and officers and each underwriter, if anyofficers, and each person, if any, Person who controls the Partnership or any such underwriter (within the meaning of the Securities Act or Act) the Exchange Act, Company against any losses, claims, damages or liabilitiesdamages, joint or several, to which the Partnership, such director, officer, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon and expenses resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, Prospectus or preliminary prospectus or any amendment thereof or supplement to the Registration Statement, thereto or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleading, if but only to the extent that such untrue statement or omission was made is contained in reliance upon and in conformity with any information so furnished in writing to the Partnership relating to by such seller by or on behalf of such seller, specifically holder expressly for use in connection with the preparation of such Registration Statement, prospectus, amendment, supplement or other disclosure document; provided, however, that the obligations indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of a Limited Partner hereunder any such loss, claim, damage, liability, or action if such settlement is effected without the consent of such holder, which consent shall not be limited to an amount equal to unreasonably withheld or delayed; and provided, further, that, in no event shall any indemnity under this Section 7.2 exceed the net proceeds to the Limited Partner arising from the sale of Registrable Shares as contemplated hereinoffering actually received by such holder.

Indemnification by Sellers. Each seller of Registrable Shares, severally (and not jointly or jointly and severally), Seller will indemnify and hold harmless the PartnershipParent, each of its directors and officers and each underwriter, if anyofficers, and each personPerson, if any, who controls the Partnership or any such underwriter Parent within the meaning of the Securities Act or the Exchange ActAct (the “Parent Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, liabilities and expenses to which the Partnership, such director, officer, underwriter or controlling person Parent Indemnified Parties may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwisesubject, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Parent Registration Statement, any preliminary, final or any summary prospectus included therein, or amendment or supplement to the Registration Statementthereto, or any other disclosure document, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with written information furnished in writing to the Partnership relating to such seller Parent by or on behalf of such seller, Sellers specifically for use in the preparation thereof or (ii) the use of any prospectus by or on behalf of such Sellers after Parent has notified such Sellers that such prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no Seller shall be liable under this Section 3.2 for any amounts exceeding the gross proceeds received by such Seller in connection with the preparation sale of such Registration Statement, prospectus, amendment, supplement or other disclosure document; provided, however, that the obligations of a Limited Partner hereunder shall be limited to an amount equal to the net proceeds to the Limited Partner arising from the sale of Registrable Shares as contemplated hereinSeller’s Registered Shares.

Indemnification by Sellers. Each seller Seller will furnish to the Company in writing such information and affidavits with respect to such Seller as the Company reasonably requests for use in connection with any registration statement or prospectus to be filed or used under this Agreement and each of them, upon executing and delivering an underwriting agreement or otherwise upon registration of the Registrable SharesSecurities pursuant to the terms of this Agreement, severally (and not jointly or jointly and severally), will shall agree to indemnify and hold harmless to the Partnershipfullest extent permitted by law, the Company, each of its directors and officers and each person who signed the registration statement, any underwriter, if any, and each person, if any, Person who controls the Partnership or any such underwriter Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange ActAct (each, a "Company Indemnified Party" and, collectively with Shareholder Indemnified Parties, the "Indemnified Parties") against any losses, claims, damages or liabilities, joint or several, several Damages to which the Partnership, such director, officer, underwriter they or controlling person any of them may become subject subject: (i) under the Securities Act, the Exchange Act, state securities or blue sky laws Act or otherwise, insofar as such losses, claims, damages or liabilities Damages (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Actregistration statement, any prospectus, preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment thereof or supplement to the Registration Statement, or any other disclosure documentthereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if in each case to the extent, but only to the extent, that any Damages arise out of or are based upon any such untrue statement or alleged untrue statement or omission was or alleged omission made therein in reliance upon and in conformity with information furnished in writing by such Seller or on such Seller's behalf to the Partnership relating Company in a signed document stating that such information is specifically for use therein; or (ii) as a result of or in connection with any violation of applicable Laws by such Seller or any general or limited partners, employees, officers or directors of such Seller in connection with any such registration; provided that, as to such seller any underwriter or any person controlling any underwriter, the foregoing indemnity does not apply to any Damages based upon any untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424(b) under the Securities Act) if a copy of the final prospectus was not sent to or given by or on behalf of any underwriter to such seller, specifically for use in connection with the preparation of person asserting such Registration Statement, prospectus, amendment, supplement Damages at or other disclosure document; provided, however, that the obligations of a Limited Partner hereunder shall be limited to an amount equal prior to the net proceeds to the Limited Partner arising from written confirmation of the sale of the Registrable Shares Securities as required by the Securities Act. This indemnity will be in addition to any liability which a Seller may otherwise have, including any under this Agreement. Notwithstanding the foregoing, the obligation to indemnify will be several and not joint and in no event shall the liability of any Seller of Registrable Securities hereunder be greater than the proceeds realized by such Seller of Registrable Securities sold as contemplated herein.

Indemnification by Sellers. Each seller of Registrable SharesThe Sellers, jointly and -------------------------- severally (each, for purposes of Sections 11.1 and not jointly or jointly and severally11.2, a "Seller Indemnifying Party"), will indemnify shall indemnify, defend and hold harmless the Partnership, each the Company and their respective shareholders, partners, trustees, officers, agents, representatives, employees, Affiliates, successors and assigns (collectively, for purposes of its directors this paragraph, the "Company Indemnified Parties") from and officers and each underwriter, if any, and each person, if any, who controls the Partnership or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any and all losses, damages, claims, damages or liabilities, joint actions, suits, proceedings and costs and expenses of investigation or severaldefense thereof, to which the Partnershipincluding attorneys' fees payable as incurred, such director, officer, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon relating to any (a) misrepresentation or breach of warranty by any Seller or nonfulfillment of any covenant or agreement to be performed or complied with by such Seller under this Agreement and any agreement, document, instrument, certificate, schedule or exhibit contemplated hereby; (b) untrue statement or alleged untrue incomplete statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, statement or information provided by any preliminary prospectus Seller or final prospectus contained in the Registration Statement, or based on any amendment or supplement to the Registration Statement, or any other disclosure document, or arise out of or are based upon any omission or alleged 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, if liabilities or obligations (whether known or unknown, disputed or undisputed, fixed, contingent or otherwise) associated with or relating to any of the statement Sellers, their officers, directors, partners, trustees or omission was made in reliance upon Affiliates or the Properties, or secured by any of the Sellers, or by any of the Properties, except those specified on Schedule 7.19 hereto, including any obligations under ------------- any of the Leases, Service Contracts and in conformity with information furnished in writing Management Contracts, to the Partnership relating extent any such obligation was to such seller 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 any Seller or on behalf of such sellerits Affiliates prior to the Closing Date; (d) any action taken, specifically for use or any failure to act, by any Seller in connection with this transaction and the preparation transactions contemplated herein constituting a breach of this Agreement or any agreement, document or instrument contemplated hereby or a breach of a duty owed to any person, including, without limitation, any action taken to redeem or otherwise liquidate the interest of certain holders in anticipation of the transactions contemplated herein, to the extent such Registration Statementaction 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, prospectus, amendment, supplement or other disclosure document; provided, howeverany Environmental Claim against any person or entity whose liability for such Environmental Claim any Seller has 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 any Seller; (f) regardless of whether it arises as a breach of any representation or warranty, any debts, liabilities or obligations of a Limited Partner hereunder shall be limited any Seller (whether known or unknown, disputed or undisputed, fixed, contingent or otherwise) of, associated with or relating to an amount equal to any asset or property other than the net proceeds to the Limited Partner arising from the sale of Registrable Shares as contemplated herein.Properties, except those specified on Schedule 7.19 hereto; and -------------

Indemnification by Sellers. Each seller Seller will furnish to the Company in writing such information and affidavits with respect to such Seller as the Company reasonably requests for use in connection with any registration statement or prospectus to be filed or used under this Agreement and each of them, upon executing and delivering an underwriting agreement or otherwise upon registration of the Registrable SharesSecurities pursuant to the terms of this Agreement, severally (and not jointly or jointly and severally), will shall agree to indemnify and hold harmless to the Partnershipfullest extent permitted by law, the Company, each of its directors and officers and each person who signed the registration statement, any underwriter, if any, and each person, if any, Person who controls the Partnership or any such underwriter Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange ActAct (each, a "Company Indemnified Party" and, collectively with Shareholder Indemnified Parties, the "Indemnified Parties") against any losses, claims, damages or liabilities, joint or several, several Damages to which the Partnership, such director, officer, underwriter they or controlling person any of them may become subject subject: (i) under the Securities Act, the Exchange Act, state securities or blue sky laws Act or otherwise, insofar as such losses, claims, damages or liabilities Damages (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Actregistration statement, any prospectus, preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment thereof or supplement to the Registration Statement, or any other disclosure documentthereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if in each case to the extent, but only to the extent, that any Damages arise out of or are based upon any such untrue statement or alleged untrue statement or omission was or alleged omission made therein in reliance upon and in conformity with information furnished in writing by such Seller or on such Seller's behalf to the Partnership relating Company in a signed document stating that such information is specifically for use therein; or (ii) as a result of or in connection with any violation of applicable Laws by such Seller or any general or limited partners, employees, officers or directors of such Seller in connection with any such registration; provided that, as to such seller any underwriter or any person controlling any underwriter, the foregoing indemnity does not apply to any Damages based upon any untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424(b) under the Securities Act) if a copy of the final prospectus was not sent to or given by or on behalf of any underwriter to such sellerperson asserting such Damages at or prior to the written confirmation of the sale of the Registrable Securities as required by the Securities Act. Notwithstanding the foregoing, specifically the liability of a Seller, except for use in connection with any liability resulting from the preparation willful misconduct or intentional action of such Registration StatementSeller, prospectus, amendment, supplement or other disclosure document; provided, however, that the obligations of a Limited Partner hereunder shall be limited to not exceed an amount equal to the net proceeds to the Limited Partner arising from the sale realized by such Seller of Registrable Shares Securities sold as contemplated herein.

Indemnification by Sellers. Each seller Upon any registration of any of the Registrable SharesSecurities under the Securities Act pursuant to this Agreement, severally (and not jointly or jointly and severally)then to the extent permitted by law, each Seller will indemnify and hold harmless the PartnershipBuyer, each of its directors and officers and each underwriter, if any, and each personPerson (other than such Seller), if any, who controls the Partnership or any such underwriter Buyer within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which the PartnershipBuyer, such directordirectors and officers, officer, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement under which such any Registrable Shares Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the any Shelf Registration Statement, or any amendment or supplement to any Shelf Registration Statement or (ii) the Registration Statement, or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Partnership relating to such seller Buyer by or on behalf of such sellerSeller, specifically for use in connection with the preparation of such Shelf Registration Statement, prospectus, amendment, supplement amendment or other disclosure documentsupplement; provided, however, that the obligations of a Limited Partner hereunder shall such Seller under this Section 3 will be limited to an amount equal to the net proceeds to the Limited Partner arising such Seller (after deducting all brokerage commissions and all other expenses paid by such Seller in connection with any Shelf Registration Statement) from the sale disposition of Registrable Shares as contemplated hereinSecurities pursuant to all Shelf Registration Statements.

Indemnification by Sellers. Each seller of Registrable SharesThe Sellers, severally (and -------------------------- not jointly or jointly and severally)jointly, will agree to indemnify and hold harmless the PartnershipCompany, each of its directors and officers and each underwriter, if any, and each person, if any, who controls the Partnership or any such underwriter Company within the meaning of either the Securities Act or the Exchange ActAct (the "Company Indemnified Parties"), from and against any losses, claims, damages or liabilitiesLosses, joint or several, to which the Partnership, such director, officer, underwriter or controlling person Company Indemnified Parties may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwisesubject, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, or any preliminary prospectus or final prospectus contained in the Registration StatementProspectus, or any amendment or supplement to the Registration Statement, or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, if the statement or omission was made in reliance upon and in conformity with the information furnished in writing to the Partnership relating to such seller provided by or on behalf of a Seller or any Person who controls such sellerSeller specifically for use or inclusion in the Registration Statements or any Prospectus, (ii) the use of any Prospectus after such time as the Company has advised a Seller that the filing of a post-effective amendment or supplement thereto is required, except the Prospectus as so amended or supplemented, (iii) the use of any Prospectus after such time as the obligation of the Company hereunder to keep such Registration Statement effective and current has expired or been suspended hereunder or (iv) any violation by a Seller or any Person who controls such Seller within the meaning of either the Securities Act or the Exchange Act (or any agent, broker-dealer or underwriter engaged by such Seller or any such controlling person) of any federal or state securities law or rule or regulation thereunder or any failure by such Seller to give any purchaser of Registrable Shares at or prior to the written confirmation of such sale a copy of the most recent Prospectus; and, subject to Section 5(c), such Seller shall reimburse such the Company Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Losses. For purposes of this Agreement, including but not limited to clause (i) of the preceding sentence and clause (ii) of the proviso set forth in Section 5(a), any information concerning any Seller Indemnified Party or plan of distribution included in any Registration Statement or Prospectus that is provided to a Seller for his review within a reasonable period before filing or use thereof and as to which such Seller has not promptly provided written notice of objection or correction to the Company shall be deemed to have been provided by such Seller specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment, supplement Statement or other disclosure document; provided, however, that the obligations of a Limited Partner hereunder shall be limited to an amount equal to the net proceeds to the Limited Partner arising from the sale of Registrable Shares as contemplated hereinProspectus.

Indemnification by Sellers. Each seller of Registrable Shares, severally (and not jointly or Sellers agree to jointly and severally), will severally indemnify and hold harmless the Partnership, each of its directors and officers Company and each underwriterUnderwriter, if any, and each personof their respective directors and officers (including each officer and director of the Company who signed the Registration Statement), and each other Person, if any, who controls the Partnership Company or any such underwriter Underwriter within the meaning of the Securities Act or the Exchange Act, against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in Section 7(a) hereof, as incurred, but only with respect to untrue statements or liabilitiesomissions, joint or several, to which the Partnership, such director, officer, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of statements or omissions, made in a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, (or any preliminary prospectus amendment thereto) or final prospectus contained in the Registration Statement, any Prospectus (or any amendment or supplement to the Registration Statement, or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made thereto) in reliance upon and in conformity with information regarding Sellers furnished in writing to the Partnership relating to such seller Company by or on behalf of such seller, Sellers specifically for use inclusion in connection with the preparation of such Registration Statement, prospectus, amendment, Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement or other disclosure documentthereto); provided, however, that Sellers shall not be obligated to provide such indemnity to the obligations extent that such losses, liabilities, claims, damages, and expenses result, directly or indirectly, from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement, Prospectus, amendment or supplement based on corrected or supplemental information promptly provided in writing by Sellers to the Company for such purpose and the Company thereafter fails to furnish to Sellers or the Underwriter, as the case may be, such Prospectus as so amended or supplemented within a Limited Partner hereunder reasonable period of time, the number of copies of such amended or supplemented Prospectus requested by Sellers or the Underwriter, as the case may be, prior to or concurrently with the sale by Sellers or the Underwriter, as the case may be, of the Eligible Common Stock to the person asserting such loss, liability, claim, damage or expense. This indemnity shall be limited to an amount equal to the net proceeds to the Limited Partner arising from the sale in addition to, and not in lieu of Registrable Shares as contemplated hereinany liability that Sellers may otherwise have.

Indemnification by Sellers. Each In the event of a registration of any of the Registrable Securities under the 1933 Act or Canadian Securities Laws pursuant to Article 2 or Article 3, each seller of such Registrable SharesSecurities thereunder, severally (individually and not jointly severally or jointly and severally)jointly, will indemnify and hold harmless the PartnershipCorporation, each of its directors and officers and each underwriterperson, if any, who controls the Corporation within the meaning of the 1933 Act or the Exchange Act, each director and officer of the Corporation, each underwriter and each person, if any, who controls the Partnership or any such underwriter within the meaning of the Securities 1933 Act or the Exchange ActAct and each other seller of Registrable Securities thereunder and its partners, members, stockholders, beneficiaries, trustees, officers and directors, and agents and each signatory of the Registration Statement on behalf of such seller and each other person, if any, who controls such seller within the meaning of the 1933 Act or the Exchange Act against any all losses, claims, damages or liabilities, joint or several, to which the PartnershipCorporation or such trustee, such directorbeneficiary, officer, director, underwriter or controlling person person, or other seller or officer, trustee, beneficiary or director of such other seller, may become subject under the Securities 1933 Act, the Exchange Act, state securities or "blue sky laws sky" laws, rules and regulations promulgated under the 1933 Act, the Exchange Act or state securities or "blue sky" laws, Canadian Securities Laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any the Registration Statement (including the Prospectus comprised therein) or Canadian Prospectus under which such Registrable Shares Securities were registered under the 1933 Act or Canadian Securities ActLaws pursuant to Article 2 or Article 3, any preliminary prospectus Prospectus or final prospectus Prospectus contained in the Registration Statementtherein, or any amendment or supplement to the Registration Statement, or any other disclosure documentthereof, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, or any violation or alleged violation by the seller of the 1933 Act, the Exchange Act, any applicable state securities or "blue sky" laws, any rules and regulations promulgated under the 1933 Act, the Exchange Act or state securities or "blue sky" laws, or any Canadian Securities Laws and will reimburse the Corporation and each such trustee, beneficiary, officer, director, underwriter and controlling person, and each other seller of Registrable Securities thereunder and its partners, members, stockholders, beneficiaries, trustees, officers and directors, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such actual or potential loss, claim, damage, liability or action; provided, however, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon and in conformity with information pertaining to such seller, furnished in writing to the Partnership relating to Corporation by such seller by or on behalf of such seller, specifically for use in connection with such Registration Statement (including the preparation Prospectus comprised therein) or Canadian Prospectus (preliminary or final), or any amendment or supplement thereof, or (ii) such seller's failure to deliver to its immediate purchaser a copy of such the Registration Statement, prospectusProspectus or Canadian Prospectus, amendment, supplement or other disclosure documentany amendments or supplements thereto (if required by applicable law to be so delivered) after the Corporation has furnished such seller with a sufficient number of copies of the same; provided, howeverprovided further, that such liability shall not in any event exceed the obligations proceeds from the offering (net of a Limited Partner hereunder shall be limited to an amount equal to the net proceeds to the Limited Partner arising any underwriting discounts or commissions) received by such seller from the sale of Registrable Shares as contemplated hereinSecurities covered by such Registration Statement and/or Canadian Prospectus.

Indemnification by Sellers. Each seller In connection with any Registration -------------------------- Statement in which a holder of Registrable SharesSecurities is participating, severally (each such holder will furnish to the Company in writing information concerning such holder that is required by the provisions of applicable law and not jointly regulation to be included in a Registration Statement as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, each such holder, jointly and severally), will indemnify and hold harmless the PartnershipCompany, each of its directors and officers and each underwriter, if anyofficers, and each person, if any, Person who controls the Partnership or any such underwriter (within the meaning of the Securities Act or Act) the Exchange Act, Company against any losses, claims, damages or liabilitiesdamages, joint or several, to which the Partnership, such director, officer, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon and expenses resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, Prospectus or preliminary prospectus or any amendment thereof or supplement to the Registration Statement, thereto or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleading, if but only to the extent that such untrue statement or omission was made is contained in reliance upon and in conformity with any information so furnished in writing to the Partnership relating to by such seller by or on behalf of such seller, specifically holder expressly for use in connection with the preparation of such Registration Statement, prospectus, amendment, supplement or other disclosure document; provided, however, that the obligations indemnity agreement -------- ------- contained in this Section 7.2 shall not apply to amounts paid in settlement of a Limited Partner hereunder any such loss, claim, damage, liability, or action if such settlement is effected without the consent of such holder, which consent shall not be limited to an amount equal to unreasonably withheld or delayed; and provided, further, that, in no event shall -------- ------- any indemnity under this Section 7.2 exceed the net proceeds to the Limited Partner arising from the sale of Registrable Shares as contemplated hereinoffering actually received by such holder.

Indemnification by Sellers. Each seller of Registrable Shares, severally (and not jointly or Seller jointly and severally)severally covenants and agrees that such Seller will indemnify, will indemnify defend, protect and hold harmless Buyer and its officers, partners, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the Partnership, each date of its directors this Agreement from and officers and each underwriter, if any, and each person, if any, who controls the Partnership against all Claims incurred by Buyer as a result of or arising from (i) any such underwriter within the meaning breach of the Securities Act representations and warranties made by the Sellers set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any nonfulfillment of any covenant or agreement on the part of the Sellers under this Agreement, (iii) the business, operations or assets of the Sellers or the Exchange ActHotels prior to the Closing Date, against or (iv) any losses, claims, damages or liabilities, joint or several, to which the Partnership, such director, officer, underwriter or controlling person may become subject liability under the Securities Act, the Securities Exchange ActAct or other Law or regulation, state securities or blue sky laws at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (1) any untrue statement or alleged untrue statement of a material fact relating to any Seller contained in any preliminary prospectus, the registration statement filed in connection with the Newco IPO (the "Registration Statement under which such Registrable Shares were registered Statement") or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act), any preliminary prospectus which statement was provided or final prospectus contained in was based upon information or documents provided to Buyer or its counsel by the Registration StatementSellers or their counsel, or any amendment or supplement to the Registration Statement, or any other disclosure document, or arise out of or are based upon (2) any omission or alleged omission to state therein a material fact relating to the Sellers required to be stated therein or necessary to make the statements therein not misleading, if which information was not provided to Buyer or its counsel by the statement Sellers or omission was made in reliance upon and in conformity with information furnished in writing to the Partnership relating to such seller by or on behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment, supplement or other disclosure documenttheir counsel; provided, however, that the obligations of a Limited Partner hereunder such indemnity shall be limited to an amount equal not inure to the net proceeds benefit of Buyer to the Limited Partner arising from extent that such untrue statement (or alleged untrue statement) was made in, or such omission or alleged omission) occurred in, any preliminary prospectus and the sale of Registrable Shares as contemplated hereinSellers provided, in writing, corrected information to Buyer or Newco for inclusion in the final prospectus, and such information was not so included.

Indemnification by Sellers. Each seller of Registrable SharesSeller will, severally (and not jointly or jointly and severally)jointly, will indemnify and hold harmless the PartnershipBuyer and its officers, each of its directors and officers and each underwriter, if anydirectors, and each other person, if any, who controls the Partnership or any such underwriter Buyer within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Partnership, such director, officer, underwriter or controlling person it may become subject under the Securities Act, Exchange Act, state securities or blue sky laws Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement under which such Registrable Shares were registered under the Securities ActStatement, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or any other disclosure document, or arise out of or are based upon thereof; and (ii) any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Buyer, and each such officer, director, stockholder and or person who controls Buyer within the meaning of the Securities Act for any legal (but only with respect to one law firm on behalf of all such indemnified parties) or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, but only if and to the extent that the applicable untrue statement or omission was made or the alleged untrue statement or omission is contained in reliance upon and in conformity with any information furnished in writing to the Partnership relating to such seller by or on behalf of such seller, specifically the applicable Seller to Buyer for use inclusion in connection with the preparation of such Registration Statement, prospectus, amendment, Statement or prospectus or amendment or supplement or other disclosure document; provided, however, that thereto. The indemnification provided for under this Section 5.4(g)(ii) shall survive the obligations transfer of a Limited Partner hereunder shall be limited to an amount equal to Shares by the net proceeds to the Limited Partner arising from the sale of Registrable Shares as contemplated hereinSellers.

Indemnification by Sellers. Each The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed pursuant to Section 3 or Section 4, that the Company shall have received an undertaking from each prospective seller of such Registrable Shares, severally (and not jointly or jointly and severally), will Securities to indemnify and hold harmless the PartnershipCompany, each of its directors any underwriter retained by the Company and their respective directors, officers and employees each underwriter, if any, and each personother Person, if any, who controls the Partnership or any such underwriter (within the meaning of the Securities Act or and the Exchange Act) the Company or any such underwriter (each of the foregoing, a "Company Indemnified Party") against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which the Partnership, such director, officer, underwriter or controlling person Company indemnified party may become subject under the Securities Act, Exchange Act, state securities or blue sky laws Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained or omission to state a material fact in any such Registration Statement under which such Registrable Shares were registered under the Securities ActStatement, any preliminary prospectus or final prospectus contained in the Registration Statementtherein, any notification or offering circular, or any amendment or supplement to the Registration Statement, or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleadingthereto, if the such statement or omission was made in reliance upon and in conformity with written information concerning such seller and furnished in writing to the Partnership relating to Company through an instrument duly executed by such seller by or on behalf of such seller, specifically stating that it is for use in connection with the preparation of such Registration Statement, preliminary prospectus, amendmentfinal prospectus, summary prospectus, notification or offering circular, or amendment or supplement or other disclosure documentthereto; provided, however, that the obligations liability of a Limited Partner hereunder any seller under this Section 7(b) shall be limited to an the amount equal to of the net proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company indemnified party and shall survive the Limited Partner arising from the sale transfer of Registrable Shares as contemplated hereinsuch securities by any Designated Holder.

Indemnification by Sellers. Each seller of Registrable Shares, severally (and not jointly or Seller jointly and severally)severally covenants and agrees that such Seller will indemnify, will indemnify defend, protect and hold harmless Buyer and its officers, partners, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the Partnership, each date of its directors this Agreement from and officers and each underwriter, if any, and each person, if any, who controls the Partnership against all Claims incurred by Buyer as a result of or arising from (i) any such underwriter within the meaning breach of the Securities Act representations and warranties made by the Sellers set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any nonfulfillment of any covenant or agreement on the part of the Sellers under this Agreement, (iii) the business, operations or assets of the Sellers or the Exchange ActHotels prior to the Closing Date, against or (iv) any losses, claims, damages or liabilities, joint or several, to which the Partnership, such director, officer, underwriter or controlling person may become subject liability under the Securities Act, the Securities Exchange ActAct or other Law or regulation, state securities or blue sky laws at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (1) any untrue statement or alleged untrue statement of a material fact relating to any Seller contained in any preliminary prospectus, the registration statement filed in connection with the Newco IPO (the “Registration Statement under which such Registrable Shares were registered Statement”) or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act), any preliminary prospectus which statement was provided or final prospectus contained in was based upon information or documents provided to Buyer or its counsel by the Registration StatementSellers or their counsel, or any amendment or supplement to the Registration Statement, or any other disclosure document, or arise out of or are based upon (2) any omission or alleged omission to state therein a material fact relating to the Sellers required to be stated therein or necessary to make the statements therein not misleading, if which information was not provided to Buyer or its counsel by the statement Sellers or omission was made in reliance upon and in conformity with information furnished in writing to the Partnership relating to such seller by or on behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment, supplement or other disclosure documenttheir counsel; provided, however, that the obligations of a Limited Partner hereunder such indemnity shall be limited to an amount equal not inure to the net proceeds benefit of Buyer to the Limited Partner arising from extent that such untrue statement (or alleged untrue statement) was made in, or such omission or alleged omission) occurred in, any preliminary prospectus and the sale of Registrable Shares as contemplated hereinSellers provided, in writing, corrected information to Buyer or Newco for inclusion in the final prospectus, and such information was not so included.

Indemnification by Sellers. Each seller Seller will furnish to the Company in writing such information and affidavits with respect to such Seller as the Company reasonably requests for use in connection with any registration statement or prospectus to be filed or used under this Agreement and each of them, upon executing and delivering an underwriting agreement or otherwise upon registration of the Registrable SharesSecurities pursuant to the terms of this Agreement, severally (and not jointly or jointly and severally), will shall agree to indemnify and hold harmless to the Partnershipfullest extent permitted by law, the Company, each of its directors and officers and each person who signed the registration statement, any underwriter, if any, and each person, if any, Person who controls the Partnership or any such underwriter Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange ActAct (each, a "Company Indemnified Party" and, collectively with Shareholder Indemnified Parties, the "Indemnified Parties") against any losses, claims, damages or liabilities, joint or several, several Damages to which the Partnership, such director, officer, underwriter they or controlling person any of them may become subject subject: (i) under the Securities Act, the Exchange Act, state securities or blue sky laws Act or otherwise, insofar as such losses, claims, damages or liabilities Damages (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Actregistration statement, any prospectus, preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment thereof or supplement to the Registration Statement, or any other disclosure documentthereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if in each case to the extent, but only to the extent, that any Damages arise out of or are based upon any such untrue statement or alleged untrue statement or omission was or alleged omission made therein in reliance upon and in conformity with information furnished in writing by such Seller or on such Seller's behalf to the Partnership relating Company in a signed document stating that such information is specifically for use therein; or (ii) as a result of or in connection with any violation of applicable Laws by such Seller or any general or limited partners, employees, officers or directors of such Seller in connection with any such registration; provided that, as to such seller any underwriter or any person controlling any underwriter, the foregoing indemnity does not apply to any Damages based upon any untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424(b) under the Securities Act) if a copy of the final prospectus was not sent to or given by or on behalf of any underwriter to such sellerperson asserting such Damages at or prior to the written confirmation of the sale of the Registrable Securities as required by the Securities Act. This indemnity will be in addition to any liability which a Seller may otherwise have, specifically including any under this Agreement. Notwithstanding the foregoing, the liability of a Seller, except for use in connection with any liability resulting from the preparation willful misconduct or intentional action of such Registration StatementSeller, prospectus, amendment, supplement or other disclosure document; provided, however, that the obligations of a Limited Partner hereunder shall be limited to not exceed an amount equal to the net proceeds to the Limited Partner arising from the sale realized by such Seller of Registrable Shares Securities sold as contemplated herein.

Indemnification by Sellers. Each seller of Registrable Shares, severally (and not jointly or jointly and severally), will Seller agrees to indemnify and hold harmless the Partnership, each of its directors and officers Purchaser and each underwriter, if any, and each personPerson, if any, who controls the Partnership or any such underwriter Purchaser within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and any other holder of Registrable Securities selling securities under such Shelf Registration Statement from and against any and all losses, claims, damages or and liabilities, joint or severalseveral (including, to which the Partnershipwithout limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such directoraction or claim, officer, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwiseexcept as otherwise provided in Section 4.3 hereof), insofar as such losses, claims, damages or liabilities are caused by (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any the Shelf Registration Statement under which such Registrable Shares were registered under or the Securities Act, any preliminary prospectus or final prospectus Prospectus contained in the Registration Statementtherein, or any amendment or supplement to the Registration Statementthereto, or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, if the statement or omission was made in reliance upon and in conformity but only with reference to information furnished in writing to the Partnership relating to such seller by or on behalf of such seller, specifically Seller expressly for use in the Shelf Registration Statement or the Prospectus or any amendments or supplements thereto, or (ii) any violation by such Seller of the 1933 Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any state securities law in connection with the preparation of such offering covered by the Shelf Registration Statement, prospectus, amendment, supplement or other disclosure document; provided, however, that the obligations of a Limited Partner hereunder shall be limited to an amount equal to the net proceeds to the Limited Partner arising from the sale of Registrable Shares as contemplated herein.

Indemnification by Sellers. Each seller In connection with any -------------------------- Registration Statement in which a holder of Registrable SharesSecurities is participating, severally (each such holder will furnish to the Company in writing information concerning such holder that is required by the provisions of applicable law and not jointly regulation to be included in a Registration Statement as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, each such holder, jointly and severally), will indemnify and hold harmless the PartnershipCompany, each of its directors and officers and each underwriter, if anyofficers, and each person, if any, Person who controls the Partnership or any such underwriter (within the meaning of the Securities Act or Act) the Exchange Act, Company against any losses, claims, damages or liabilitiesdamages, joint or several, to which the Partnership, such director, officer, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon and expenses resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, Prospectus or preliminary prospectus or any amendment thereof or supplement to the Registration Statement, thereto or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleading, if but only to the extent that such untrue statement or omission was made is contained in reliance upon and in conformity with any information so furnished in writing to the Partnership relating to by such seller by or on behalf of such seller, specifically holder expressly for use in connection with the preparation of such Registration Statement, prospectus, amendment, supplement or other disclosure document; provided, however, that -------- ------- the obligations indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of a Limited Partner hereunder any such loss, claim, damage, liability, or action if such settlement is effected without the consent of such holder, which consent shall not be limited to an amount equal to unreasonably withheld or delayed; and provided, further, that, in no -------- ------- event shall any indemnity under this Section 7.2 exceed the net proceeds to the Limited Partner arising from the sale of Registrable Shares as contemplated hereinoffering actually received by such holder.

Indemnification by Sellers. Each seller of Registrable SharesThe Sellers, jointly and severally (each, for purposes of Sections 11.1 and not jointly or jointly and severally11.2, a "Seller Indemnifying Party"), will indemnify shall indemnify, defend and hold harmless the Partnership, each the Company and their respective shareholders, partners, trustees, officers, agents, representatives, employees, Affiliates, successors and assigns (collectively, for purposes of its directors this paragraph, the "Company Indemnified Parties") from and officers and each underwriter, if any, and each person, if any, who controls the Partnership or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any and all losses, damages, claims, damages or liabilities, joint actions, suits, proceedings and reasonable costs and expenses of investigation or severaldefense thereof, to which the Partnershipincluding reasonable attorneys' fees payable as incurred, such director, officer, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon relating to any (a) misrepresentation or breach of warranty by any Seller or nonfulfillment of any covenant or agreement to be performed or complied with by such Seller under this Agreement and any agreement, document, instrument, certificate, schedule or exhibit contemplated hereby; (b) untrue statement or alleged untrue incomplete statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, statement or information provided by any preliminary prospectus Seller or final prospectus contained in the Registration Statement, or based on any amendment or supplement to the Registration Statement, or any other disclosure document, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or other information necessary to make the statements therein not misleading, if to the extent such alleged untrue or incomplete statement or omission was made in reliance upon with any Seller's knowledge that the statement was untrue or incomplete or omitted to state a material fact; (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 Sellers, their officers, directors, partners, trustees or Affiliates or the Properties, or secured by any of the Sellers, or by any of the Properties, including any obligations under any of the Leases, Service Contracts and in conformity with information furnished in writing Management Contracts, to the Partnership relating extent any such obligation was to such seller 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 any Seller or on behalf of such sellerits Affiliates prior to the Closing Date; (d) any action taken, specifically for use or any failure to act, by any Seller in connection with this transaction and the preparation transactions contemplated herein constituting a breach of this Agreement or any agreement, document or instrument contemplated hereby or a breach of a duty owed to any person, including, without limitation, any action taken to redeem or otherwise liquidate the interest of certain holders in anticipation of the transactions contemplated herein, to the extent such Registration Statementaction 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, prospectus, amendment, supplement or other disclosure document; provided, howeverany Environmental Claim against any person or entity whose liability for such Environmental Claim any Seller has 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 any Seller; (f) regardless of whether it arises as a breach of any representation or warranty, any debts, liabilities or obligations of a Limited Partner hereunder shall be limited any Seller (whether known or unknown, disputed or undisputed, fixed, contingent or otherwise) of, associated with or relating to an amount equal any asset or property other than the Properties; and (g) any and all damages and expenses incident to any of the foregoing or to the net proceeds to the Limited Partner arising from the sale enforcement of Registrable Shares as contemplated hereinthis Section 11.1.