Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT to indemnify the Purchaser hereunder or under the other Transaction Documents, the REIT agrees, without limitation as to time, to indemnify and hold harmless the Purchaser, its Affiliates and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser and its Affiliates (individually, a "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser Indemnified Party in connection with or arising out of any material breach by the REIT of any warranty or representation made by the REIT in this Agreement; provided however, however, that the REIT shall not be liable for any Losses resulting from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness or willful misconduct by such Purchaser Indemnified Party. The REIT agrees as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such Losses. Except as otherwise provided herein, the REIT agrees (for the benefit of each Purchaser) to pay, and to hold the Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, in connection with the enforcement against the REIT or the Subsidiaries, as the case may be, of this Agreement or any other Transaction Document in connection herewith or therewith in any action in which the Purchaser attempts to enforce any of the foregoing, provided, that the Purchaser shall prevail in such action.
Indemnification; Expenses, Etc. 28 11.2 Survival of Representations, Warranties, Covenants and Indemnification................................................ 30 11.3
Indemnification; Expenses, Etc. (a) The Company agrees to indemnify and hold harmless the Purchasers, their respective Affiliates, and the employees, officers, partners, members, directors, and agents of the Purchasers and their respective Affiliates (individually, an "INDEMNIFIED PARTY" and, collectively the "INDEMNIFIED PARTIES") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and expenses (including expenses of investigation) (collectively, "LOSSES") incurred or suffered by an Indemnified Party (i) in connection with or arising out of any breach of any warranty, or
Indemnification; Expenses, Etc. (a) The Company agrees to indemnify and hold harmless the Purchaser, its Affiliates and each of its and their respective directors, officers, partners, principals, shareholders and attorneys (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs
Indemnification; Expenses, Etc. (a) The Company agrees that it shall indemnify and defend the Collateral Agent and each of the Lenders, and each of their respective officers, directors, employees, agents, professional advisors and Affiliates (each an "Indemnified Person", and together, "Indemnified Persons"), and hold each of them harmless from and against any and all costs, claims, losses, expenses, and liabilities (including reasonable attorneys' fees and disbursements) arising out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement or any document prepared in connection therewith) or the interests created hereby, except, in the case of any Indemnified Person, to the extent, such claims, losses, expenses or liabilities are determined, pursuant to a judgment by a court of competent jurisdiction that has become final to be the result of such Indemnified Person's gross negligence or willful misconduct. No Indemnified Person shall be liable for any special, indirect, consequential or punitive damages (whether or not the claim therefor is based on contract, tort or duty imposed by law) in connection with, arising out of or in any way related to the transactions contemplated by this Agreement, including, without limitation, any act, omission or event occurring in connection herewith.
Indemnification; Expenses, Etc. 41 ARTICLE XIII MISCELLANEOUS.............................................................. 43 13.1 Survival of Representations and Warranties; Severability................... 43 13.2
Indemnification; Expenses, Etc. 48 12.2 ASSIGNABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 12.3
Indemnification; Expenses, Etc. (a) The Company agrees to indemnify and hold harmless each Purchaser, its Affiliates and each of its and their respective directors, officers, partners, principals and attorneys (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including reasonable attorneys' fees) and expenses (collectively, "Losses") to which any Indemnified Party may become subject, insofar as such Losses arise out of, in any way relate to, or result from (i) any breach of any representation or warranty made by the Company, or the failure of the Company to fulfill any agreement or covenant contained in this Agreement or any other Transaction Document, or (ii) any proceeding against the Company or any Indemnified Party brought by any third party arising out of or in connection with this Agreement or the other Transaction Documents; provided, however, that the Company shall not have any obligation under this indemnity provision after twelve months from the date hereof, or for liabilities resulting from the gross negligence or willful misconduct of any Indemnified Party. The Company agrees to reimburse any Indemnified Party for all such Losses as they are incurred or suffered by such Indemnified Party.
Indemnification; Expenses, Etc. 13.1.1 Except as otherwise provided in Section 13.2, the Company agrees to indemnify and hold harmless the Purchaser, its Affiliates and each of its and their respective directors, officers, partners, principals, shareholders and attorneys (individually, an "INDEMNIFIED PARTY" and, collectively, the "INDEMNIFIED PARTIES") from and against any and all losses, claims, damages, liabilities, costs (including reasonable attorneys' fees and including any costs of investigation) and expenses (collectively, "LOSSES") to which any Indemnified Party may become subject, insofar as such Losses arise out of or result from (i) any breach of any representation or warranty made by the Company, or the failure of the Company to fulfill any agreement or covenant contained in this Agreement or any other Transaction Document, or (ii) any proceeding against the Company or any Indemnified Party brought by any third party arising out of or in connection with this Agreement or the other Transaction Documents.
Indemnification; Expenses, Etc. (a) The Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Initial Purchasers, including the reasonable fees, charges and disbursements of one special counsel for all Initial Purchasers, in connection with the preparation of this Agreement and the other Closing Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) any stamp or similar taxes which may be determined to be payable in connection with the execution, delivery or performance of this Agreement and the other Closing Documents or any modification, amendment or alteration of the terms or provisions of this Agreement and the other Closing Documents and any issue taxes in respect of the issuance of any Preferred Stock hereunder to the Initial Purchasers and (iii) all out-of-pocket expenses incurred by the Holders including the fees, charges and disbursements of one special counsel for all Holders, in connection with the enforcement or protection of its rights in connection with the Closing Documents, including its rights under this Section, or in connection with the Preferred Stock issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Preferred Stock.
