Common use of Indemnification of Parent Clause in Contracts

Indemnification of Parent. SLG, SLGOP and Manager Corp, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries (including the Operating Partnership) and their respective successors and the respective shareholders, members, partners, officers, directors, managers, employees and agents of each such indemnified Person (collectively, the “Parent Indemnified Parties”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2.

Indemnification of Parent. SLG(a) Subject to the provisions of this Section 4.5, SLGOP and Manager Corp, jointly and severally, shall the Company will indemnify and hold harmless the Parent and its Subsidiaries (including the Operating Partnership) and their respective successors and the respective directors, officers, shareholders, members, partners, officers, directors, managers, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Parent (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such indemnified titles notwithstanding a lack of such title or any other title) of such controlling Person (collectivelyeach, the an “Parent Indemnified PartiesParty”) harmless from and against any and all Losses losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Indemnified Parties may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Indemnified Party in respect of which indemnity may be asserted againstsought pursuant to this Agreement, or paid, suffered or incurred by any Parent the Indemnified Party (whether or not due shall promptly notify the Company in writing, and the Company shall have the right to third party claims) thatassume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnified Party. Any Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in or any breach of, as but the fees and expenses of such counsel shall be at the expense of the Closing Date Parent except to the extent that (except i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, (x) a material conflict on any representations material issue between the position of the Company and warranties the position of the Indemnified Party or (y) that expressly speak as of a specified date there may be legal defenses available to such Indemnified Party different from or timein addition to those available to the other party, in which case only as the Company shall be responsible for the reasonable fees and expenses of no more than one such specified date or time), separate counsel. The Company will not be liable to any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it Indemnified Party under this Agreement; (c) Agreement for any acts settlement by an Indemnified Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2delayed.