Common use of Company and Operating Partnership Indemnification Clause in Contracts

Company and Operating Partnership Indemnification. Subject to the indemnification limitations set forth in this Agreement, from and after the Closing Date, the Company and the Operating Partnership shall indemnify and hold harmless the Contributor and its officers, employees, partners, members, agents, representatives and Affiliates (each of which is a “Contributor Indemnified Party”) from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expenses of any nature whatsoever, including without limitation, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) in excess of the greater of (i) 4.5% of the Company Cap or (ii) $250,000, in each case in the aggregate, arising out of or relating to, asserted against, imposed upon or incurred by a Contributor Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Company and the Operating Partnership contained in this Agreement or in any schedule, exhibit, certificate or affidavit or any other document delivered by the Company or the Operating Partnership pursuant to this Agreement; provided, however, that the Company and the Operating Partnership shall not have any obligation under this Section 5.01 to indemnify any Contributor Indemnified Party against any Losses to the extent that such Losses arise by virtue of the Contributor’s breach of this Agreement, gross negligence, willful misconduct or fraud. Any indemnification payment made by the Company or the Operating Partnership to the Contributor Indemnified Party pursuant to this Agreement shall be made in OP Units, the number of which shall equal the dollar value of the indemnification payment divided by the OP Unit Value on the date of such indemnification payment.

Company and Operating Partnership Indemnification. Subject to the indemnification limitations set forth in this Agreement, from and after the Closing Date, the The Company and the Operating Partnership shall Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Contributor and its directors, officers, employees, partners, membersemployees and agents of CF&Co and each person, agentsif any, representatives and Affiliates who (each i) controls CF&Co within the meaning of which Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with CF&Co (a “Contributor Indemnified PartyCF&Co Affiliate”) from and against any and all charges, complaintslosses, claims, actionsliabilities, causes of actionexpenses and damages (including, lossesbut not limited to, damagesany and all reasonable investigative, liabilities legal and other expenses of incurred in connection with, and any nature whatsoever, including without limitation, and all amounts paid in settlementsettlement (in accordance with Section 9(c)) of, reasonable attorneys’ feesany action, costs of investigation, costs of investigative judicial suit or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) in excess proceeding between any of the greater of (i) 4.5% of indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which CF&Co, or any such person, may become subject under the Company Cap Securities Act, the Exchange Act or (ii) $250,000other federal or state statutory law or regulation, in each case in the aggregateat common law or otherwise, arising insofar as such losses, claims, liabilities, expenses or damages arise out of or relating toare based, asserted againstdirectly or indirectly, imposed upon on (x) any untrue statement or incurred by a Contributor Indemnified Party in connection with or as a result of any breach alleged untrue statement of a representation, warranty or covenant of the Company and the Operating Partnership material fact contained in this Agreement the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any schedule, exhibit, certificate application or affidavit or any other document delivered executed by or on behalf of the Company or the Operating Partnership pursuant or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that the Company and the Operating Partnership this indemnity agreement shall not have any obligation under this Section 5.01 to indemnify any Contributor Indemnified Party against any Losses apply to the extent that such Losses arise by virtue loss, claim, liability, expense or damage arises from the sale of the Contributor’s breach Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to CF&Co and furnished to the Company by CF&Co expressly for inclusion in any document as described in clause (x) of this Agreement, gross negligence, willful misconduct or fraudSection 9(a) (that information being limited to the information described in Schedule 4 hereto). Any indemnification payment made by This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership to the Contributor Indemnified Party pursuant to this Agreement shall be made in OP Units, the number of which shall equal the dollar value of the indemnification payment divided by the OP Unit Value on the date of such indemnification paymentmight otherwise have.

Company and Operating Partnership Indemnification. Subject to the indemnification limitations set forth in this Agreement, from and after the Closing Date, the Company and the Operating Partnership shall indemnify and hold harmless the Contributor Transferor and its officers, employees, partners, members, agents, representatives and Affiliates (each of which is a “Contributor Transferor Indemnified Party”) from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expenses of any nature whatsoever, including without limitation, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) in excess of the greater of (i) 4.5% of the Company Cap or (ii) $250,000, in each case in the aggregate, arising out of or relating to, asserted against, imposed upon or incurred by a Contributor Transferor Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Company and the Operating Partnership contained in this Agreement or in any schedule, exhibit, certificate or affidavit or any other document delivered by the Company or the Operating Partnership pursuant to this Agreement; provided, however, that the Company and the Operating Partnership shall not have any obligation under this Section 5.01 to indemnify any Contributor Transferor Indemnified Party against any Losses to the extent that such Losses arise by virtue of the ContributorTransferor’s breach of this Agreement, gross negligence, willful misconduct or fraud. Any indemnification payment made by the Company or the Operating Partnership to the Contributor Transferor Indemnified Party pursuant to this Agreement shall be made in OP UnitsCompany Shares, the number of which shall equal the dollar value of the indemnification payment divided by the OP Unit Value market price of a share of Company Common Stock at the close of market on the date of such indemnification payment.