Common use of Indemnification of Xxxxxxx Xxxxx Clause in Contracts

Indemnification of Xxxxxxx Xxxxx. Subject to the limitations in this paragraph below, the Company agrees to indemnify and hold harmless Xxxxxxx Xxxxx, its officers, directors, employees and agents, and each person, if any, who controls Xxxxxxx Xxxxx within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense (a “Loss” or “Losses”), as incurred, to which Xxxxxxx Xxxxx or such officer, director, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, subject to Section 10(d) below), insofar as such Loss (or actions in respect thereof as contemplated below) arises out of or is based upon (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 Rule 430B under the Securities Act, 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 Prospectus or any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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; and to reimburse Xxxxxxx Xxxxx and each such officer, director, employee, agent or controlling person for any and all expenses (including reasonable costs of investigation and the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such expenses are reasonably incurred by Xxxxxxx Xxxxx or such officer, director, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such Loss or action; provided, however, that the foregoing indemnity agreement shall not apply to any Loss to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of Xxxxxxx Xxxxx expressly for use in the Registration Statement, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by Xxxxxxx Xxxxx to the Company consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 10(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of Xxxxxxx Xxxxx. Subject to The Company and the limitations in this paragraph below, the Company agrees Operating Partnership agree to indemnify and hold harmless Xxxxxxx Xxxxx, and its officers, directors, employees and agents, and each person, if any, who controls Xxxxxxx Xxxxx within the meaning of the Securities Act or the Exchange Act (an “Agent Affiliate”) against any loss, claim, damage, liability or expense (a “Loss” or “Losses”)expense, as incurred, to which Xxxxxxx Xxxxx or such officer, director, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, subject to Section 10(d) below), insofar as such Loss loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (iA) 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 Rule 430A and 430B under the Securities Act, 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 (iiB) any untrue statement or alleged untrue statement of a material fact contained in the any Issuer Free Writing Prospectus or any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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; or (C) any act or failure to act or any alleged act or failure to act by Xxxxxxx Xxxxx in connection with, or relating in any manner to, the Placement Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (A) or (B) above; and to reimburse Xxxxxxx Xxxxx and each such officer, director, employee, agent or and controlling person for any and all expenses (including reasonable costs of investigation and the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such expenses are reasonably incurred by Xxxxxxx Xxxxx or such officer, director, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such Loss loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any Loss loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to Xxxxxxx Xxxxx furnished to the Company by or on behalf of Xxxxxxx Xxxxx expressly for use in the Registration Statement, Prospectus or any such free writing prospectus or the Issuer Free Writing Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by Xxxxxxx Xxxxx to the Company consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 10(a9(a)(i) shall be in addition to any liabilities that the Company and the Operating Partnership may otherwise have.

Indemnification of Xxxxxxx Xxxxx. Subject to the limitations in this paragraph below, the Company agrees to indemnify and hold harmless Xxxxxxx Xxxxx, its officers, directors, employees and agents, and each person, if any, who controls Xxxxxxx Xxxxx within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense (a “Loss” or “Losses”), as incurred, to which Xxxxxxx Xxxxx or such officer, director, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, subject to Section 10(d9(d) below), insofar as such Loss (or actions in respect thereof as contemplated below) arises out of or is based upon (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 Rule 430B under the Securities Act, 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 Prospectus or any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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; and to reimburse Xxxxxxx Xxxxx and each such officer, director, employee, agent or controlling person for any and all expenses (including reasonable costs of investigation and the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such expenses are reasonably incurred by Xxxxxxx Xxxxx or such officer, director, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such Loss or action; provided, however, that the foregoing indemnity agreement shall not apply to any Loss to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of Xxxxxxx Xxxxx expressly for use in the Registration Statement, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by Xxxxxxx Xxxxx to the Company consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 10(a9(a) shall be in addition to any liabilities that the Company may otherwise have.. (b) Indemnification of the Company, its

Indemnification of Xxxxxxx Xxxxx. Subject to the limitations in this paragraph below, the The Company agrees to indemnify and hold harmless Xxxxxxx Xxxxx, its directors, officers, directors, employees and agents, and each person, if any, who controls Xxxxxxx Xxxxx within the meaning of the Securities Act or and the Exchange Act against any loss, claim, damage, liability or expense (a “Loss” or “Losses”)expense, as incurred, to which Xxxxxxx Xxxxx or such director, officer, director, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, subject to Section 10(d) belowif such settlement is effected with the written consent of the Company), insofar as such Loss loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (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 to be a part thereof pursuant to Rule 430B under the Securities Act, 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) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Preliminary Prospectus or any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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; and to reimburse Xxxxxxx Xxxxx and each such director, officer, director, employee, agent or and controlling person for any and all expenses (including the reasonable costs of investigation and the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such expenses are reasonably incurred by Xxxxxxx Xxxxx or such director, officer, director, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such Loss loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any Loss loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of Xxxxxxx Xxxxx expressly for use in the Registration Statement, any such free writing prospectus Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by Xxxxxxx Xxxxx to the Company consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 10(a8(a) shall be in addition to any liabilities that the Company may otherwise have.