Common use of Contributor Indemnification Clause in Contracts

Contributor Indemnification. Subject to the indemnification limitations set forth in this Agreement, from and after the Closing Date, the Indemnity Holdback Amount shall be used to indemnify and hold harmless the Company, the Operating Partnership and each of their respective directors, officers, employees, agents, representatives and Affiliates (each of which is a “Company Indemnified Party”) from and against any and all Losses in excess of the greater of (i) 4.5% of the Indemnity Holdback Amount or (ii) $250,000, in each case in the aggregate, arising out of or relating to, asserted against, imposed upon or incurred by such Company Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor or in any schedule, exhibit, certificate or affidavit or any other document delivered by the Contributor pursuant to this Agreement; provided, however, that the Contributor shall not have any obligation under this Section 5.02 to indemnify any Company Indemnified Party against any Losses to the extent that such Losses arise by virtue of the Company’s or the Operating Partnership’s breach of this Agreement, gross negligence, willful misconduct or fraud; provided further, however, that, to the extent such Losses relate to breach of a representation, warranty or covenant of the Contributor regarding a Person or the assets and liabilities of a Person that the Company or the Operating Partnership has or acquires an interest in from a Person other than the Contributor, the indemnification pursuant to this Section 5.02 shall be limited to the portion of such Losses attributable to the interest acquired from the Contributor pursuant to this Agreement. The Contributor hereby grants to the Operating Partnership a security interest in the OP Units held as the Indemnity Holdback Amount to secure the indemnification obligations set forth in this Section 5.02.

Contributor Indemnification. Subject to the indemnification limitations set forth in this Agreement, from and after the Closing Date, the Indemnity Holdback Amount (1) Each Contributor shall be used to indemnify and hold harmless the Operating Partnership, the Company, the Operating Partnership and their Affiliates and each of their respective directors, officers, employees, agents, representatives and Affiliates (each of which is a an “Company Indemnified OP Party”) from and against any and all Losses in excess of the greater of (i) 4.5% of the Indemnity Holdback Amount or (ii) $250,000, in each case in the aggregate, arising out of or relating to, asserted against, imposed upon or incurred by such Company Indemnified the OP Party in connection with or as a result of any breach of a representation, warranty warranty, covenant or covenant obligation of the Contributor Contributors contained in this Agreement or in any schedule, exhibit, certificate or affidavit or in any other document delivered by the Contributor Contributors pursuant to this Agreement or under any Intermediary Organizational Agreement or any agreement contemplated by this Agreement or from the Contributors’ gross negligence or willful misconduct. The Contributors shall also indemnify and hold harmless the OP Parties from and against any and all Losses asserted against, imposed upon or incurred by the OP Parties in connection with or as a result of: (i) all fees and expenses of the Contributors in connection with the transactions contemplated by this Agreement; provided, however, that and (ii) any Excluded Liabilities and any Excluded Assets. With respect to any claim of an OP Party required to be indemnified by the Contributor shall not have any obligation under this Section 5.02 to indemnify any Company Indemnified Party against any Losses to the extent that such Losses arise by virtue of the Company’s or the Operating Partnership’s breach of this Agreement, gross negligence, willful misconduct or fraud; provided further, however, that, to the extent such Losses relate to breach of a representation, warranty or covenant of the Contributor regarding a Person or the assets and liabilities of a Person that the Company or the Operating Partnership has or acquires an interest in from a Person other than the Contributor, the indemnification Contributors pursuant to this Section 5.02 shall be limited 3.4, (i) to the portion of such Losses attributable to the interest acquired from the Contributor pursuant to this Agreement. The Contributor hereby grants to extent available, the Operating Partnership a security interest in agrees to use diligent good faith efforts to pursue and collect all available proceeds under any insurance policy which covers the matter which is the subject of the indemnification prior to seeking indemnification from the Contributors until all proceeds, if any, to which the Operating Partnership or the OP Units held as Party is entitled pursuant to such insurance policy have been exhausted, and (ii) if the Indemnity Holdback Amount OP Party receives insurance proceeds with respect to secure any Losses paid by the indemnification obligations set forth Contributors to or for the benefit of the OP Party, then the OP Party shall reimburse the Contributors in this Section 5.02an amount equivalent to such proceeds up to the amount actually expended by the Contributors in connection with such indemnification.