Common use of Indemnity; Limitations on Liability Clause in Contracts

Indemnity; Limitations on Liability. Subject to the terms hereof, the Indemnitors hereby agree to indemnify and hold harmless the Company and the Operating Partnership from any damage, expense, loss, cost, claim or liability (each a "CLAIM") suffered or incurred by the Company or the Operating Partnership as a result of any inaccuracy in any representation or warranty contained in Sections 1, 2 and 3 herein. Notwithstanding anything to the contrary contained herein, (a) the liability of the Indemnitors shall hereunder be joint and several and (b) the maximum liability of the Indemnitors collectively shall not exceed $20,000,000.00 and shall be satisfied exclusively from, and recourse of the Company and the Operating Partnership shall be limited exclusively to, the rights of the Indemnitors to the Units pledged by the Indemnitors pursuant to a Pledge Agreement (the "PLEDGE AGREEMENT") in the form of EXHIBIT C attached hereto. The Indemnitors shall not have any personal liability to the Company or the Operating Partnership under the terms of this Agreement and the Indemnitors shall not have any liability resulting from any Claims or other assertion of liability under this Agreement unless and until such damages shall exceed in the aggregate $250,000. The liability of the Indemnitors hereunder is expressly limited to the actual out-of-pocket expenses, damages, losses, costs or liabilities suffered or incurred by the Company or the Operating Partnership (after application of any insurance proceeds (including, without limitation, reasonable attorney's fees and expenses and other costs incurred in defending any claims) as a result of a breach by an Indemnitor of any of the representations and warranties set forth in Sections 1, 2 or 3 hereof and with respect to which a claim is made in accordance with Section 5 hereof, and the Indemnitors shall not be liable to the Company or the Operating Partnership under this Agreement for any indirect, special, consequential, loss of profits, loss of value or other similar speculative damages asserted or claimed by the Company or the Operating Partnership.

Indemnity; Limitations on Liability. Subject to the terms hereof, the Indemnitors hereby agree to indemnify and hold harmless the Company and the Operating Partnership from any damage, expense, loss, cost, claim or liability (each a "CLAIMClaim") suffered or incurred by the Company or the Operating Partnership as a result of any inaccuracy in any representation or warranty contained in Sections 1, 2 and 3 herein. Notwithstanding anything to the contrary contained herein, (a) the liability of the Indemnitors shall hereunder be joint and several and (b) the maximum liability of the Indemnitors collectively shall not exceed $20,000,000.00 20,000,000 and shall be satisfied exclusively from, and recourse of the Company and the Operating Partnership shall be limited exclusively to, the rights of the Indemnitors to the Units pledged by the Indemnitors pursuant to a Pledge Agreement (the "PLEDGE AGREEMENTPledge Agreement") in the form of EXHIBIT C Exhibit A attached hereto. The Indemnitors shall not have any personal liability to the Company or the Operating Partnership under the terms of this Agreement and the Indemnitors shall not have any liability resulting from any Claims or other assertion of liability under this Agreement unless and until such damages shall exceed in the aggregate $250,000. The liability of the Indemnitors hereunder is expressly limited to the actual out-of-pocket expenses, damages, losses, costs or liabilities suffered or incurred by the Company or the Operating Partnership (after application of any insurance proceeds (including, without limitation, reasonable attorney's fees and expenses and other costs incurred in defending any claims) as a result of a breach by an Indemnitor of any of the representations and warranties set forth in Sections 1, 2 or 3 hereof and with respect to which a claim is made in accordance with Section 5 hereof, and the Indemnitors shall not be liable to the Company or the Operating Partnership under this Agreement for any indirect, special, consequential, loss of profits, loss of value or other similar speculative damages asserted or claimed by the Company or the Operating Partnership.

Indemnity; Limitations on Liability. Subject to the terms hereof, the Indemnitors ----------------------------------- Indemnitor hereby agree agrees to indemnify and hold harmless the Company REIT and the Operating Partnership (each, a "Covered Party") from any damage, expense, loss, cost, claim or liability (each a "CLAIMClaim") suffered or incurred by the Company or the Operating Partnership any Covered Party as a result of any inaccuracy in any representation or warranty contained in Sections 1, 2 and 3 herein. Notwithstanding anything to the contrary contained hereinin this Agreement, (a) for so long as the liability of REIT shall have a valid, first priority perfected lien on and security interest in the Indemnitors shall hereunder be joint and several and (b) Collateral described in the Pledge Agreement referred to in Section 4 hereof, the maximum liability of the Indemnitors collectively shall not exceed $20,000,000.00 and shall be satisfied exclusively from, and recourse of the Company and the Operating Partnership Indemnitor under this Agreement shall be limited exclusively to, to the rights of such entity in such Collateral; provided, however, that the Indemnitors to the Units pledged by the Indemnitors pursuant to a Pledge Agreement (the "PLEDGE AGREEMENT") in the form of EXHIBIT C attached hereto. The Indemnitors Indemnitor shall not have any personal liability to the Company or the Operating Partnership under the terms of this Agreement and the Indemnitors shall not have any no liability resulting from --------- -------- any Claims or other assertion of liability under this Agreement Claims, unless and until the amount of such damages Claims shall exceed in the aggregate $250,000. The 100,000 (except with respect to liabilities arising pursuant to Section 1.4 hereof which are evidenced by written brokerage agreements which have been executed by Indemnitor or the Asset Entity or any general partner, officer or director of Indemnitor on behalf of such Indemnitor, with respect to which such minimum aggregate amount shall not apply); the liability of the Indemnitors Indemnitor hereunder is expressly limited to the actual out-of-pocket damages, expenses, damages, losses, costs or liabilities suffered or incurred by the Company REIT or the Operating Partnership (after application of any insurance proceeds (including, without limitation, reasonable attorney's attorneys' fees and expenses and other costs incurred in defending against any adverse claims) as a result of any matter referred to in this Section 3 (each, a breach by an Indemnitor of any of the representations and warranties set forth in Sections 1, 2 or 3 hereof "Covered Matter") and with respect to which a claim is made in accordance with Section 5 hereof, and the Indemnitors Indemnitor shall not be liable to the Company or the Operating Partnership any Covered Party under this Agreement for any indirect, special, consequential, loss of profits, loss of value or other similar speculative damages asserted or claimed by the Company or the Operating Partnershipa Covered Party.

Indemnity; Limitations on Liability. Subject to the terms hereof, the Indemnitors hereby agree to indemnify and hold harmless the Company and the Operating Partnership (each, a "Covered Party") from any damage, expense, loss, cost, claim or liability (each a "CLAIMClaim") suffered or incurred by the Company or the Operating Partnership any Covered Party (i) as a result of any inaccuracy in any representation or warranty contained herein or (ii) arising out of or related to any claims made by direct or indirect partners of (or other investors in) Asset Partnerships or Feldxxx Xxxestor Entities in Sections 1, 2 and 3 hereinconnection with the Formation Transactions. Notwithstanding anything to the contrary contained herein, (a) the liability of the Indemnitors shall hereunder be joint and several and (b) the maximum aggregate liability of the Indemnitors collectively hereunder shall not exceed $20,000,000.00 and __________ [VALUE OF ALL UNITS AND SHARES TO BE RECEIVED BY INDEMNITORS, BASED ON IPO PRICE OF SHARES], (b) the liability of the Indemnitors hereunder shall not be joint but rather shall be satisfied exclusively fromseveral, and recourse with each Indemnitor being liable for a pro rata portion of each Claim based on the Company and proportion which the amount set forth opposite such Indemnitor's name below bears to $__________ [VALUE OF ALL UNITS AND SHARES TO BE RECEIVED BY INDEMNITORS, BASED ON IPO PRICE OF SHARES], (c) in the event of any Claim for which a third party other than an Indemnitor shall have liability under the applicable Transfer Agreement, the Operating Partnership and the Company shall, as and to the extent provided in Section 4 below, first make reasonable efforts to exhaust their remedies under such indemnities against such third party prior to proceeding against the Indemnitors hereunder; and (d) recourse against any individual Indemnitor for the payment of any amount due hereunder shall be limited exclusively to, the rights of the Indemnitors to the Units pledged by the Indemnitors pursuant to a Pledge Agreement (the "PLEDGE AGREEMENT") in the form of EXHIBIT C attached hereto. The Indemnitors shall not have any personal liability to the Company or the Operating Partnership under the terms of this Agreement and amounts set forth opposite such Indemnitor's name below: Lawrxxxx X. Xxxxxxx $ ------- Robexx X. Xxx $ ------- Josexx X. Xxxxxx $ ------- Eric X. Xxxxxx $ ------- Xxxxxx Xxxxxxxxx $ ------- Clifxxxx X. Xxxxx $ ------- Reid Xxxxxx $ ------- Total = $ ======= provided, however, that the Indemnitors shall not have any no liability resulting from any Claims or other assertion under clause (i) of liability under the first sentence of this Agreement Section 3, unless and until the amount of such damages Claims shall exceed in the aggregate $250,000200,000. The liability of the Indemnitors hereunder is expressly limited to the actual out-of-pocket damages, expenses, damages, losses, costs or liabilities suffered or incurred by the Company or the Operating Partnership (after application of any insurance proceeds (including, without limitation, reasonable attorney's attorneys' fees and expenses and other costs incurred in defending against any adverse claims) as a result of a breach by an Indemnitor of any matter referred to in clauses (i) or (ii) of the representations and warranties set forth in Sections 1first sentence of this Section 3 (each, 2 or 3 hereof a "Covered Matter"), and with respect to which a claim is made in accordance with Section 5 hereof, and the Indemnitors no Indemnitor shall not be liable to the Company or the Operating Partnership any Covered Party under this Agreement for any indirect, special, consequential, loss of profits, loss of value or other similar speculative damages asserted or claimed by the Company or the Operating Partnershipa Covered Party.