Common use of Indemnification for Reserved Securities Clause in Contracts

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of the first business day after the date of the Agreement; or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, that no indemnity shall be available under this paragraph for any loss, liability, claim, damage or expense which has been finally judicially determined to have arisen out of the gross negligence or willful misconduct of any of the Underwriters.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 8:00 A.M. (New York City time) on the first business day after the date of the Agreement; Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, however, that no this indemnity agreement shall be available under this paragraph for not apply to any loss, liability, claim, damage or expense which has been finally judicially determined to have arisen the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the gross negligence Registration Statement (or willful misconduct of any of amendment thereto), including the UnderwritersRule 430A Information, the General Disclosure Package, any preliminary prospectus, Issuer Free Writing Prospectus, Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Underwriter Information.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the UnderwritersXxxxxxx Xxxxx, their its Affiliates and selling agents and each person, if any, who controls any Underwriter Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of the first business day after 11:59 P.M. (New York City time) on the date of the Agreement; Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, provided that no indemnity indemnification shall be available under this paragraph section for any loss, liability, claim, damage or expense which has shall have been finally judicially determined by a court of competent jurisdiction to have arisen out of been caused primarily by the gross negligence or willful misconduct of the Underwriters or any of the Underwriterstheir affiliates.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates (including Xxxxxxx Xxxxx) and selling agents and each person, if any, who controls any Underwriter or Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of the first business day after 11:59 P.M. (New York City time) on the date of the Agreement; Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, however, that no this indemnity agreement shall be available under this paragraph for not apply to any loss, liability, claim, damage or expense which has been finally judicially determined to have arisen the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the gross negligence Registration Statement (or willful misconduct of any of amendment thereto), including the UnderwritersRule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 8:00 A.M. (New York City time) on the first business day after the date of the Agreement; Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, provided that no indemnity the Company shall not be available under this paragraph liable for any loss, liability, claim, damage or expense which has shall have been finally judicially determined by a court of competent jurisdiction to have arisen out of resulted from the gross negligence or willful misconduct of any of the UnderwritersXxxxxxx Xxxxx.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 9:00 A.M. (New York City time) on the first business day after the date of the Agreement; Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved SecuritiesSecurities (except for any such loss, liability, claim, damage and expense resulting from the bad faith, willful misconduct or gross negligence of the Underwriters); provided, provided that no indemnity indemnification shall be available under this paragraph section for any loss, liability, claim, damage or expense which has shall have been finally judicially determined by a court of competent jurisdiction to have arisen out of been caused by the gross negligence or willful misconduct of Xxxxxxx Xxxxx or any of the Underwritersits affiliates.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 8:00 A.M. (New York City time) on the first business day after the date of the Agreement; Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, however, that no indemnity the Company shall not be available responsible or liable to any Underwriter, its Affiliates or selling agents or any person who controls such Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act under this paragraph clause (iv) for any loss, liabilitydamage, claimexpense, damage liability or expense which has been claim that is finally judicially determined by a court of competent jurisdiction to have arisen out of resulted from the gross negligence or willful misconduct of any such Underwriter in connection with the offer and sale of the UnderwritersReserved Securities.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the UnderwritersXxxxxxx Xxxxx, their its Affiliates and selling agents and each person, if any, who controls any Underwriter of the foregoing (collectively, the “Xxxxxxx Xxxxx Parties”) within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any such Invitee by the end of 8:00 A.M. (New York City time) on the first business day after the date of the Agreement; this Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, provided that no indemnity indemnification shall be available under this paragraph section for any loss, liability, claim, damage or expense (A) to the extent arising out of any untrue statement or omission or alleged untrue statement or omission contained in any other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities in reliance upon and in conformity with the Underwriter Information or (B) which has shall have been finally judicially determined by a court of competent jurisdiction to have arisen out of been caused by the gross negligence or willful misconduct of any of the UnderwritersXxxxxxx Xxxxx Party.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , if any, (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 8:00 A.M. (New York City time) on the first business day after the date of the Agreement; this Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, however, that no this indemnity agreement shall be available under this paragraph for not apply to any loss, liability, claim, damage or expense which has been finally judicially determined to have arisen the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the gross negligence Registration Statement (or willful misconduct of any of amendment thereto), including the UnderwritersRule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with the Underwriter Information.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any such alleged untrue statement or omission or any such alleged untrue statement or omission made in reliance upon or in conformity with written information furnished to the Company by any Underwriter through Mxxxxxx Lxxxx expressly for use in the prospectus wrapper or other such material, it being understood that the only such information furnished to the Company by any Underwriter is the name of each such Underwriter; (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of the first business day after the date of the Agreement; or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, that no indemnity shall be available under this paragraph for any loss, liability, claim, damage or expense which has been finally judicially determined to have arisen out of the gross negligence or willful misconduct of any of the Underwriters.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 8:00 A.M. (New York City time) on the first business day after the date of the Agreement; this Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, however, that no this indemnity agreement shall be available under this paragraph for not apply to any loss, liability, claim, damage or expense which has been finally judicially determined to have arisen the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the gross negligence Registration Statement (or willful misconduct of any of amendment thereto), including the UnderwritersRule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of the first business day after 11:59 P.M. (New York City time) on the date of the Agreement; this Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, provided that no indemnity indemnification shall be available under this paragraph section for any loss, liability, claim, damage or expense which has shall have been finally judicially determined by a court of competent jurisdiction to have arisen out of been caused by the gross negligence or willful misconduct of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated or any of the Underwritersits affiliates.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein therein, in the light of the circumstances under which they were made, or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 11:59 P.M. (New York City time) on the first business day after the date of the Agreement; Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, provided that no indemnity indemnification shall be available under this paragraph section for any loss, liability, claim, damage or expense which has shall have been finally judicially determined by a court of competent jurisdiction to have arisen out of been caused primarily by the gross negligence or willful misconduct of Xxxxxxx Xxxxx or any of the Underwritersits affiliates.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 8:00 A.M. (New York City time) on the first business day after the date of the Agreement; this Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, provided that no indemnity indemnification shall be available under this paragraph section for any loss, liability, claim, damage or expense which has shall have been finally judicially determined by a court of competent jurisdiction to have arisen out of been caused by the gross negligence or willful misconduct of the Representative or any of the Underwritersits affiliates.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates Affiliates, selling agents, directors and selling agents officers and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of the first business day after 11:59 P.M. (New York City time) on the date of the Agreement; this Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, however, that no this indemnity shall be available under this paragraph for not apply to any loss, liability, claim, damage or expense which has been finally judicially determined to have arisen the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the gross negligence Registration Statement (or willful misconduct of any of amendment thereto), including Rule 430A Information, the UnderwritersGeneral Disclosure Package, any preliminary prospectus, Issuer Free Writing Prospectus, Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, Transaction Entities agree to indemnify and hold harmless the UnderwritersXxxxxxx Xxxxx, their its Affiliates and selling agents and each person, if any, who controls any Underwriter Xxxxxxx Xxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of the first business day after 11:59 P.M. (New York City time) on the date of the Agreement; or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, however, that no indemnity the Transaction Entities shall not be available under this paragraph for liable pursuant to clauses (i) through (iv) above to the extent any such loss, liability, claim, damage or expense which has been is finally judicially determined to have arisen out of the bad faith, gross negligence or willful misconduct of any of the UnderwritersXxxxxxx Xxxxx.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 9:00 A.M. (New York City time) on the first business day after the date of the Agreement; Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, other than such losses, liabilities, claims, damages or expenses incurred in connection with defending, investigating or settling any action or claim that no indemnity is determined in a final judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any Underwriter. The Company shall be available under this paragraph reimburse the Underwriters promptly upon demand for any legal or other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend against any such loss, liability, claim, damage or expense which has been finally judicially determined to have arisen out of the gross negligence or willful misconduct of any of the Underwritersas such expenses are incurred.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of the first business day after 11:59 P.M. (New York City time) on the date of the Agreement; this Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, however, that no this indemnity agreement shall be available under this paragraph for not apply to any loss, liability, claim, damage or expense which has been finally judicially determined to have arisen the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the gross negligence Registration Statement (or willful misconduct of any of amendment thereto), including the UnderwritersRule 430A Information, the General Disclosure Package, any preliminary prospectus, Issuer Free Writing Prospectus, Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Underwriter Information.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees (the “Invitee Materials”) in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading (provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Invitee Materials (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information), (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 7:00 A.M., New York City time, on the first business day after the date of the Agreement; Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, that no indemnity shall be available under this paragraph for any loss, liability, claim, damage or expense which has been finally judicially determined to have arisen out of the gross negligence or willful misconduct of any of the Underwriters.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , if any, (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iiiii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 8:00 A.M. (New York City time) on the first business day after the date of the Agreement; this Agreement or (iviii) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, however, that no this indemnity agreement shall be available under this paragraph for not apply to any loss, liability, claim, damage or expense which has been finally judicially determined to have arisen the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the gross negligence Registration Statement (or willful misconduct of any of amendment thereto), including the UnderwritersRule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with the Underwriter Information.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 9:00 A.M. (New York City time) on the first business day after the date of the Agreement; Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, however, that no this indemnity agreement shall be available under this paragraph for not apply to any loss, liability, claim, damage or expense which has been finally judicially determined to have arisen the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the gross negligence Registration Statement (or willful misconduct of any of amendment thereto), including the UnderwritersRule 430A Information, the General Disclosure Package, any preliminary prospectus, Issuer Free Writing Prospectus, Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the UnderwritersXxxxxx Xxxxxxx & Co. LLC, their Affiliates and selling agents and each person, if any, who controls any Underwriter of the foregoing within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 8:00 A.M. (New York City time) on the first business day after the date of the Agreement; Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, except, in each case that no indemnity indemnification shall be available under this paragraph section for any loss, liability, claim, damage or expense which has shall have been finally judicially determined by a court of competent jurisdiction to have arisen out of been caused primarily by the gross negligence or willful misconduct of Xxxxxx Xxxxxxx & Co. LLC or any of the Underwritersits affiliates.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of the first business day after 11:59 P.M. (New York City time) on the date of the Agreement; Agreement or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, provided that no indemnity the Company shall not be available liable under this paragraph clause (iv) for any loss, liability, claim, damage or expense which has that shall have been finally judicially determined by a court of competent jurisdiction to have arisen out of been caused by the gross negligence or willful misconduct of any of the Underwriterssuch indemnified party.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, agree agrees to indemnify and hold harmless the Underwriters, their Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of 8:00 a.m. (New York City time) on the first business day after the date of the Agreement; or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, however, that no this indemnity agreement shall be available under this paragraph for not apply to any loss, liability, claim, damage or expense which has been finally judicially determined to have arisen the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the gross negligence Registration Statement (or willful misconduct of any of amendment thereto), including the UnderwritersRule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Operating Partnership, jointly and severally, Transaction Entities agree to indemnify and hold harmless the UnderwritersMxxxxxx Lxxxx, their its Affiliates and selling agents and each person, if any, who controls any Underwriter Mxxxxxx Lxxxx within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by any Invitee by the end of the first business day after 11:59 P.M. (New York City time) on the date of the Agreement; or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities; provided, however, that no indemnity the Transaction Entities shall not be available under this paragraph for liable pursuant to clauses (i) through (iv) above to the extent any such loss, liability, claim, damage or expense which has been is finally judicially determined to have arisen out of the bad faith, gross negligence or willful misconduct of any of the UnderwritersMxxxxxx Lxxxx.