Common use of Stockholder Indemnification Clause in Contracts

Stockholder Indemnification. (a) Subject to the indemnification limitations set forth in this Contribution Agreement, from and after the Contribution Closing Date, the Indemnity Holdback Amount shall be used to indemnify and hold harmless the Company, the Operating Partnership and each of their respective directors, officers, employees, agents, representatives and Affiliates (each of which is a “Company Indemnified Party”) from and against any and all Losses in excess of the greater of (i) 4.5% of the Indemnity Holdback Amount or (ii) $250,000, in each case in the aggregate, arising out of or relating to, asserted against, imposed upon or incurred by such Company Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor or Stockholder in the Transaction Agreements or in any schedule, exhibit, certificate or affidavit or any other document delivered by the Contributor or the Stockholder pursuant to the Transaction Agreements; provided, however, that the Stockholder shall not have any obligation under this Section 5.02 to indemnify any Company Indemnified Party against any Losses to the extent that such Losses arise by virtue of the Company’s breach of this Contribution Agreement, gross negligence, willful misconduct or fraud; provided further, however, that, to the extent such Losses relate to breach of a representation, warranty or covenant of the Contributor regarding a Person or the assets and liabilities of a Person that the Company or the Operating Partnership has or acquires an interest in from a Person other than the Contributor, the indemnification pursuant to this Section 5.02 shall be limited to the portion of such Losses attributable to the interest acquired from the Contributor pursuant to this Contribution Agreement. The Stockholder hereby grants to the Company a security interest in the Company Shares held as the Indemnity Holdback Amount to secure the indemnification obligations set forth in this Section 5.02.

Stockholder Indemnification. (a) Subject to the indemnification limitations set forth in this Contribution Agreement, from and after the Contribution Closing Date, the Indemnity Holdback Amount shall be used to indemnify and hold harmless the Company, the Operating Partnership and each of their respective directors, officers, employees, agents, representatives and Affiliates (each of which is a “Company Indemnified Party”) from and against any and all Losses in excess of the greater of (i) 4.5% of the Indemnity Holdback Amount or (ii) $250,000, in each case in the aggregateaggregate (the “Deductible”), arising out of or relating to, asserted against, imposed upon or incurred by such Company Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor or Stockholder in the Transaction Agreements or in any schedule, exhibit, certificate or affidavit or any other document delivered by the Contributor or the Stockholder pursuant to the Transaction Agreements; provided, however, that the Stockholder shall not have any obligation under this Section 5.02 to indemnify any Company Indemnified Party against any Losses to the extent that such Losses arise by virtue of the Company’s breach of this Contribution Agreement, gross negligence, willful misconduct or fraud; provided further, however, that, to the extent such Losses relate to breach of a representation, warranty or covenant of the Contributor regarding a Person or the assets and liabilities of a Person that the Company or the Operating Partnership has or acquires an interest in from a Person other than the Contributor, the indemnification pursuant to this Section 5.02 shall be limited to the portion of such Losses attributable to the interest acquired from the Contributor pursuant to this Contribution Agreement. The Stockholder hereby grants to the Company a security interest in the Company Shares held as the Indemnity Holdback Amount to secure the indemnification obligations set forth in this Section 5.02.

Stockholder Indemnification. (a) Subject to the indemnification limitations set forth in this Contribution Agreement, from and after the Contribution Closing Date, the Indemnity Holdback Amount shall be used to indemnify and hold harmless the Company, the Operating Partnership and each of their respective directors, officers, employees, agents, representatives and Affiliates (each of which is a “Company Indemnified Party”) from and against any and all Losses in excess of the greater of (i) 4.5% of the Indemnity Holdback Amount or (ii) $250,000, in each case in the aggregateaggregate (the “Deductible”), arising out of or relating to, asserted against, imposed upon or incurred by such Company Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor or a Stockholder in the Transaction Agreements or in any schedule, exhibit, certificate or affidavit or any other document delivered by the Contributor or the a Stockholder pursuant to the Transaction Agreementsthis Agreement; provided, however, that the Stockholder Stockholders shall not have any obligation under this Section 5.02 to indemnify any Company Indemnified Party against any Losses to the extent that such Losses arise by virtue of the Company’s breach of this Contribution Agreement, gross negligence, willful misconduct or fraud; provided further, however, that, to the extent such Losses relate to breach of a representation, warranty or covenant of the Contributor a Stockholder regarding a Person or the assets and liabilities of a Person that the Company or the Operating Partnership has or acquires an interest in from a Person other than the Contributorsuch Stockholder, the indemnification pursuant to this Section 5.02 shall be limited to the portion of such Losses attributable to the interest acquired from the Contributor such Stockholder pursuant to this Contribution Agreement. The Each Stockholder hereby grants to the Company a security interest in the Company Shares held as the Indemnity Holdback Amount to secure the indemnification obligations set forth in this Section 5.02.

Stockholder Indemnification. (a) Subject to the indemnification limitations set --------------------------- forth in this Contribution AgreementSection 8, from and after the Contribution Closing Date, the Indemnity Holdback Amount Stockholder shall be used to protect, defend, indemnify and hold harmless the Company, the Operating Partnership Purchaser and each of their respective directorsits affiliates, officers, directors, employees, agents, representatives and Affiliates agents (each of which is a “Company "Purchaser Indemnified Party”Person" and collectively "Purchaser Indemnified Persons") from and against any and all Losses losses, costs, damages, liabilities, fees (including without limitation reasonable attorneys' fees and other reasonable fees incurred in excess the investigation and defense) and expenses (collectively, the "Damages"), that any of the greater Purchaser Indemnified Persons incurs by reason of or in connection with (i) 4.5% any claim, demand, action or cause of action (collectively, a "Claim") alleging misrepresentation, breach of, or default in connection with, any of the Indemnity Holdback Amount representations, warranties, covenants or agreements of the Company or Stockholder contained in this Agreement, including any exhibits or schedules attached hereto which becomes known to Purchaser during the Escrow Period and (ii) $250,000any Claim resulting from Stockholder's actions or inactions which serve as a basis for his termination for Cause but only with respect to the portions of such Claim which result in actual, in each case out-of-pocket expense to Purchaser. Subject to the right of Stockholder to dispute any Claims as provided herein or in the aggregateEscrow Agreement, arising out of or relating to, asserted against, imposed upon or incurred by such Company Indemnified Party in connection with or Purchaser shall be entitled to deduct from the amount due to Stockholder as a result of the Contingent Payment any breach of Damages arising from Claims resulting from the [*] Certain Information in this Exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to a representation, warranty or covenant confidential treatment request. -34- foregoing clauses (i) and (ii) which exceed the amount of the Contributor or Stockholder in the Transaction Agreements or in any schedule, exhibit, certificate or affidavit or any other document delivered by the Contributor or the Stockholder pursuant to the Transaction AgreementsEscrow Fund; provided, however, that Purchaser shall deposit such amount in an interest-bearing trust account during the Stockholder shall not have any obligation under this Section 5.02 to indemnify any Company Indemnified Party against any Losses to the extent that such Losses arise by virtue pendency of the Company’s breach resolution of this Contribution Agreement, gross negligence, willful misconduct or fraud; provided further, however, that, any dispute as to the extent any such Losses relate to breach of a representation, warranty or covenant Claims. Damages in each case shall be net of the Contributor regarding a Person or the assets and liabilities amount of a Person that the Company or the Operating Partnership has or acquires an interest in from a Person other than the Contributor, the indemnification pursuant to this Section 5.02 shall be limited to the portion of such Losses attributable to the interest acquired from the Contributor pursuant to this Contribution Agreement. The Stockholder hereby grants to the Company a security interest in the Company Shares held as the Indemnity Holdback Amount to secure the indemnification obligations set forth in this Section 5.02any insurance proceeds actually recovered by Purchaser.

Stockholder Indemnification. (a) Subject to the indemnification limitations set forth in this Contribution Agreement, from and after the Contribution Closing Date, the Indemnity Holdback Amount shall be used to indemnify and hold harmless the Company, the Operating Partnership and each of their respective directors, officers, employees, agents, representatives and Affiliates (each of which is a “Company Indemnified Party”) from and against any and all Losses in excess of the greater of (i) 4.5% of the Indemnity Holdback Amount or (ii) $250,000, in each case in the aggregateaggregate (the “Deductible”), arising out of or relating to, asserted against, imposed upon or incurred by such Company Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor or a Stockholder in the Transaction Agreements or in any schedule, exhibit, certificate or affidavit or any other document delivered by the Contributor or the a Stockholder pursuant to the Transaction Agreementsthis Agreement; provided, however, that the Stockholder Stockholders shall not have any obligation under this Section 5.02 to indemnify any Company Indemnified Party against any Losses to the extent that such Losses arise by virtue of the Company’s breach of this Contribution Agreement, gross negligence, willful misconduct or fraud; provided further, however, that, to the extent such Losses relate to breach of a representation, warranty or covenant of the Contributor a Stockholder regarding a Person or the assets and liabilities of a Person that the Company or the Operating Partnership has or acquires an interest in from a Person other than the Contributorsuch Stockholder, the indemnification pursuant to this Section 5.02 shall be limited to the portion of such Losses attributable to the interest acquired from the Contributor such Stockholder pursuant to this Contribution Agreement. The Each Stockholder hereby grants to the Company a security interest in the Company Shares held as the Indemnity Holdback Amount to secure the indemnification obligations set forth in this Section 5.02. In addition, to the extent that any OP Units that Imperial (or the Company or its successors in interest following the Closing) receives, or would otherwise be entitled to receive, in connection with the Formation Transactions with respect to the interests in Fund V CIP held directly or indirectly by Imperial at the effective time of the transactions contemplated in this Agreement are paid to the Company or the Operating Partnership in order to satisfy indemnification obligations to which such OP Units are subject in connection with the Company’s or Operating Partnership’s acquisition of the assets of Fund V CIP in the Formation Transactions, the Company or the Operating Partnership will be entitled to receive a number of Company Shares from the Indemnity Holdback Amount equal to such number of OP Units paid to the Company or the Operating Partnership in order to indemnify the Company or the Operating Partnership for the loss of such OP Units.

Stockholder Indemnification. (a) Subject to the indemnification limitations set forth in this Contribution Agreement, from and after the Contribution Closing Date, the Indemnity Holdback Amount shall be used to indemnify and hold harmless the Company, the Operating Partnership and each of their respective directors, officers, employees, agents, representatives and Affiliates (each of which is a “Company Indemnified Party”) from and against any and all Losses in excess of the greater of (i) 4.5% of the Indemnity Holdback Amount or (ii) $250,000, in each case in the aggregateaggregate (the “Deductible”), arising out of or relating to, asserted against, imposed upon or incurred by such Company Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor or Stockholder in the Transaction Agreements or in any schedule, exhibit, certificate or affidavit or any other document delivered by the Contributor or the Stockholder pursuant to the Transaction Agreementsthis Agreement; provided, however, that the Stockholder shall not have any obligation under this Section 5.02 to indemnify any Company Indemnified Party against any Losses to the extent that such Losses arise by virtue of the Company’s breach of this Contribution Agreement, gross negligence, willful misconduct or fraud; provided further, however, that, to the extent such Losses relate to breach of a representation, warranty or covenant of the Contributor Stockholder regarding a Person or the assets and liabilities of a Person that the Company or the Operating Partnership has or acquires an interest in from a Person other than the ContributorStockholder, the indemnification pursuant to this Section 5.02 shall be limited to the portion of such Losses attributable to the interest acquired from the Contributor Stockholder pursuant to this Contribution Agreement. The Stockholder hereby grants to the Company a security interest in the Company Shares held as the Indemnity Holdback Amount to secure the indemnification obligations set forth in this Section 5.02.