Common use of Indemnification of Investor Clause in Contracts

Indemnification of Investor. The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless Investor, the directors, officers, employees, counsel, agents and Affiliates of Investor and each Person, if any, who controls Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted) to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the most recently filed Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company and the Operating Partnership shall not be liable to the extent that such loss, claim, liability, expense or damage arises from the sale of the Purchase Shares by Investor pursuant to resale Prospectus and is based on an untrue statement or omission or alleged untrue statements or omissions made in reliance on and in conformity with Investor Content. This indemnity agreement will be in addition to any liability that the Company and the Operating Partnership might otherwise have.

Indemnification of Investor. The In the event that the Company and Registers any of the Operating PartnershipRegistrable Shares, jointly and severally, the Company shall indemnify and hold harmless InvestorINVESTOR, the its officers and directors, officers, employees, counsel, agents and Affiliates of Investor and each Personunderwriter of such of the Registrable Shares (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act INVESTOR, from and against any and all losses, claims, damages, expenses or liabilities, expenses joint or several, to which they or any of them become subject under applicable securities law, and, except as hereinafter provided, will reimburse INVESTOR and damages (including each of the underwriters and each such controlling person, if any, for any and all investigative, legal and or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted) to which they, by them or any of themthem in connection with investigating or defending any actions, may become subject under the Securities Act, the Exchange Act whether or other federal or state statutory law or regulation, at common law or otherwisenot resulting in any liability, insofar as such losses, claims, liabilitiesdamages, expenses expenses, liabilities or damages actions arise out of or are based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed the Registration Statement as from time to be a part thereof pursuant to Rules 430A, 430B time amended or 430C, as applicable, including all documents incorporated therein by reference, supplement) or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading; or (ii) any , unless such untrue statement or omission was made in such Registration Statement (or a supplemented or amended version thereof) in reliance upon and in conformity with information furnished in connection therewith by INVESTOR or any underwriter expressly for use therein. Promptly after receipt by INVESTOR or any person controlling any of them of notice of the commencement of any action in respect of which indemnity may be sought against the Company, INVESTOR or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to INVESTOR or such underwriter or controlling person, as the case may be, and the payment of all expenses) insofar as such action shall relate to any alleged untrue statement liability in respect of a material fact contained which indemnity may be sought against the Company. INVESTOR or any underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the most recently filed Preliminary Prospectus or defense thereof but the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom fees and expenses of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the such counsel shall be at INVESTOR's sole expense. The Company and the Operating Partnership shall not be liable to indemnify any person for any settlement of any such action effected without the extent that such loss, claim, liability, expense or damage arises from the sale of the Purchase Shares by Investor pursuant to resale Prospectus and is based on an untrue statement or omission or alleged untrue statements or omissions made in reliance on and in conformity with Investor Content. This indemnity agreement will be in addition to any liability that the Company and the Operating Partnership might otherwise haveCompany's consent.

Indemnification of Investor. The In the event of any registration of any of the shares of Common Stock under the Securities Act pursuant to this Agreement, the Company and the Operating Partnership, jointly and severally, shall will indemnify and hold harmless the Investor, the directors, officers, employees, counsel, agents and Affiliates of Investor and each Personother person, if any, who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and of 1934, as amended (the "Exchange Act") against any and all losses, claims, damages or liabilities, expenses and damages (including any and all investigativejoint or several, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted) to which they, such Investor or any of them, controlling person may become subject under the Securities Act, the Exchange Act Act, state securities or other federal or state statutory law or regulation, at common law Blue Sky laws or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages arise out of or liabilities are based on (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement (under which the shares of Common Stock were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement under which the shares of Common Stock were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment thereto), including any information deemed or supplement to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable, including all documents incorporated therein by referencesuch Registration Statement, or arise out of or are based upon the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such Investor and each such controlling person for any legal or (ii) other expense reasonably incurred by such Investor or controlling person in connection with investigating or defending any untrue statement such loss, claim, damage, liability or alleged untrue statement of a material fact contained in the most recently filed Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingaction; provided, however, that the Company and the Operating Partnership shall should not be liable in any such case to the extent that any such loss, claim, liability, expense damage or damage liability arises from the sale out of the Purchase Shares by Investor pursuant to resale Prospectus and or is based on an upon any untrue statement or omission or alleged untrue statements or omissions made in such Registration Statement, preliminary prospectus or final prospectus, or any such amendment or supplement, in reliance on upon and in conformity with information furnished to the Company, in writing, by or on behalf of such Investor Content. This indemnity agreement will be or controlling person specifically in addition to any liability that use in the Company and the Operating Partnership might otherwise havepreparation thereof.

Indemnification of Investor. The Company and the Operating Partnership, jointly and severally, shall agrees to indemnify and hold harmless the Investor, the directorsits members, partners, Affiliates (as defined below), officers, employeesdirectors, counselemployees and duly authorized agents, agents and Affiliates of Investor and each PersonPerson (as defined below) or entity, if any, who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, Affiliates, officers, directors, employees and duly authorized agents of such controlling Person or entity (collectively, the "CONTROLLING PERSONS"), from and against any and all lossesloss, claimsclaim, liabilitiesdamage, liability, reasonable attorneys' fees, costs or expenses and damages costs and expenses of investigating and defending any such claim (including any and all investigativecollectively, legal and other expenses reasonably incurred in connection with"DAMAGES"), joint or several, and any amount paid action in settlement ofrespect thereof to which the Investor, any actionits partners, suit or proceeding between any of the indemnified parties Affiliates, officers, directors, employees and duly authorized agents, and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted) to which they, or any of them, such Controlling Person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses Damages (or damages proceedings in respect thereof) arise out of of, or are based on (i) upon, any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement (or prospectus relating to the Registrable Securities or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable, including all documents incorporated therein by referencepreliminary prospectus, or the arises out of, or are based upon, any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) , except insofar as the same are based upon information furnished in writing to the Company by the Investor expressly for use therein, and shall reimburse the Investor, its partners, Affiliates, officers, directors, employees and duly authorized agents, and each such Controlling Person for any untrue statement or alleged untrue statement of a material fact contained in legal and other expenses reasonably incurred by the most recently filed Preliminary Prospectus or the Prospectus (Investor, its partners, Affiliates, officers, directors, employees and duly authorized agents, or any amendment such Controlling Person in investigating or supplement thereto) defending or the omission preparing to defend against any such Damages or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingproceedings; provided, however, that the Company and the Operating Partnership shall not be liable to the Investor to the extent that any such loss, claim, liability, expense Damages arise out of or damage arises from the sale of the Purchase Shares by Investor pursuant to resale Prospectus and is are based on upon an untrue statement or omission made in any preliminary prospectus if (i) the Investor failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale by the Investor to the Person asserting the claim from which such Damages arise, and (ii) the final prospectus would have corrected such untrue statement or alleged untrue statements statement or omissions made in reliance on and in conformity with Investor Content. This indemnity agreement will be in addition to any liability that the Company and the Operating Partnership might otherwise havesuch omission or alleged omission.

Indemnification of Investor. The Subject to the provisions of this Section 4.7, the Company and the Operating Partnership, jointly and severally, shall will indemnify and hold harmless Investor, the its Affiliates and attorneys, and each of their directors, officers, employeesshareholders, counselpartners, members, owners, employees and agents and Affiliates of Investor and each Person(collectively, if anythe “Indemnified Persons”), who controls Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act harmless from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted) to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesobligations, claims, liabilitiescontingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any Investor may suffer or incur solely as a result of a legal action or legal actions concerning the purchase of the Shares pursuant to this Agreement instituted against any Indemnified Person by any stockholder of the Company who is not an Affiliate of Investor (unless such action is based upon a breach of Investor’s representations, warranties or covenants under this Agreement and except if such action relates to sales, pledges, margin sales and similar transactions by Investor to or with any current stockholder). For the avoidance of doubt, if multiple claims are brought against an Indemnified Person in an action and some, but not all of such claims are subject to indemnity hereunder, then the Indemnified Person shall be entitled to indemnity hereunder for the claims that are subject to indemnity hereunder. If any action shall be brought against an Indemnified Person in respect of which indemnity may be sought pursuant to this Agreement, the Indemnified Person shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. The Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses or damages arise out of or are based on such counsel shall be at the expense of the Indemnified Person except to the extent that (i) any untrue statement or alleged untrue statement of a material fact contained the employment thereof has been specifically authorized by the Company in the Registration Statement (or any amendment thereto)writing, including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement the Company has failed after a reasonable period of time to assume such defense and to employ counsel or alleged untrue statement of a material fact contained (iii) in the most recently filed Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinsuch action there is, in the light reasonable opinion of such separate counsel, a material conflict on any material issue between the circumstances under which they were made, not misleading; provided, however, that position of the Company and the Operating Partnership shall position of Investor. The Company will not be liable to an Indemnified Person under this Agreement (a) for any settlement by an Indemnified Person effected without the extent Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (b) to the extent, but only to the extent, that such a loss, claim, liability, expense damage or damage arises from the sale liability is attributable to Investor’s breach of any of the Purchase Shares representations, warranties, covenants or agreements made by Investor pursuant in this Agreement. The Company also agrees that neither Investor nor any Affiliates of Investor nor any of the members, owners, directors, agents, employees or controlling persons (if any), as the case may be, of Investor or any such Affiliate shall have any liability to resale Prospectus and is based the Company or any Person asserting claims on an untrue statement behalf of or omission or alleged untrue statements or omissions made in reliance on and in conformity with right of the Company as a result of Investor Contentacquiring the Shares under this Agreement. This indemnity agreement will The obligations of the Company under this Section shall be in addition to any liability that which the Company and may otherwise have with respect to a claim subject to the Operating Partnership might otherwise haveprovisions of this Section.

Indemnification of Investor. The Company and In the Operating Partnershipevent that the Issuer registers any of the Registrable Shares under the Securities Act, jointly and severally, shall the Issuer will indemnify and hold harmless Investor, the directors, officers, employees, counsel, agents Investor and Affiliates each underwriter of Investor the Registrable Shares so registered (including any broker or dealer through whom such shares may be sold) and each Person, if any, who controls the Investor or any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, expenses, or liabilities, expenses and damages (including any and all investigativejoint or several, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted) to which they, they or any of them, may them become subject under the Securities Act, the Exchange Act or under any other federal statute or state statutory law or regulation, at common law or otherwise, and, except as hereinafter provided, will reimburse the Investor, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, liabilitiesdamages, expenses expenses, liabilities or damages actions arise out of or are based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement, in any preliminary or amended preliminary prospectus, or in the prospectus (or any amendment theretothe registration statement or prospectus as from time to time amended or supplemented by the Issuer), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable, including all documents incorporated therein by reference, arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the most recently filed Preliminary Prospectus or the Prospectus (, or any amendment violation by the Issuer of any rule or supplement thereto) or regulation promulgated under the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company and the Operating Partnership shall not be liable Securities Act applicable to the extent that Issuer and relating to action or inaction required in connection with such lossregistration, claim, liability, expense or damage arises from the sale of the Purchase Shares by Investor pursuant to resale Prospectus and is based on an unless (i) such untrue statement or omission or alleged untrue statements statement or omissions omission was made in such registration statement, preliminary or amended preliminary prospectus, or prospectus in reliance on upon and in conformity with information furnished in writing to the Issuer in connection therewith by the Investor, any such underwriter or any such controlling person expressly for use therein, or unless (ii) in the case of a sale directly by such holder of Registrable Shares (including a sale of such Registrable Shares through any underwriter retained by such holder of Registrable Shares to engage in a distribution solely on behalf of such holder of Registrable Shares), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and the Investor Contentfailed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act. This Promptly after receipt by the Investor, any underwriter or any controlling person of notice of the commencement of any action in respect of which indemnity agreement may be sought against the Issuer, the Investor, or such underwriter or such controlling person, as the case may be, will notify the Issuer in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Issuer shall assume the defense of such action (including the employment of counsel, who shall be in addition counsel reasonably satisfactory to the Investor, such underwriter or such controlling person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability that in respect of which indemnity may be sought against the Company Issuer. The Investor, any such underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the Operating Partnership might otherwise havedefense thereof but the fees and expenses of such counsel shall not be at the expense of the Issuer unless the employment of such counsel has been specifically authorized in writing by the Issuer. The Issuer shall not be liable to indemnify any person for any settlement of any such action effected without the Issuer's written consent. The Issuer shall not, except with the approval of each party being indemnified under this Section 4, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation.