Common use of Limitation on Payment of Expenses Clause in Contracts

Limitation on Payment of Expenses. The Company, the NSAM Sub-Advisor and the Operating Partnership shall jointly and severally pay or reimburse reasonable legal expenses and other costs incurred by the Sub-Advisor or its Affiliates in advance of the final disposition of a proceeding only if (in addition to the procedures required by the Maryland General Corporation Law, as amended from time to time) all of the following are satisfied: (a) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company, the NSAM Sub-Advisor or the Operating Partnership, (b) the legal proceeding was initiated by a third party who is not a Stockholder or, if by a Stockholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement and (c) the Sub-Advisor or its Affiliates undertake to repay the amount paid or reimbursed by the Company, the NSAM Sub-Advisor and the Operating Partnership, together with the applicable legal rate of interest thereon, if it is ultimately determined that the particular indemnitee is not entitled to indemnification.