REIT Indemnified Party definition

REIT Indemnified Party is defined in Section 5.2.

REIT Indemnified Party has the meaning set forth in Section 6.01.

REIT Indemnified Party has the meaning ascribed thereto in Section 8. 1 (b) hereof.

Examples of REIT Indemnified Party in a sentence

• Neither REIT nor any of its officers, directors, employees or agents shall be liable to any REIT Indemnified Party for any action taken or omitted by them under this Section 8.3 or under the Pledge Agreement, or in connection with this Section 8.3 or the Pledge Agreement, except that REIT shall be obligated on the terms set forth in this Section 8.3 for performance of its express obligations under the Pledge Agreement.

• No REIT Indemnified Party (other than the Consolidated Entities) may make a claim hereunder without the prior written consent of the REIT.

• Neither REIT nor any of its officers, directors, employees or agents shall be liable to any REIT Indemnified Party for any action taken or omitted by them under this Section 8.5 or under the Pledge Agreement, or in connection with this Section 8.5 or the Pledge Agreement, except that REIT shall be obligated on the terms set forth in this Section 8.5 for performance of its express obligations under the Pledge Agreement.

• All Indemnity Claims shall be asserted by New REIT on behalf of the New REIT Indemnified Party.

• The Purchaser agrees as promptly as practicable to reimburse any REIT Indemnified Party for all such Losses as they are incurred or suffered by such REIT Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such Losses.

• Each Claim Notice shall describe in reasonable detail the facts known to the applicable New REIT Indemnified Party giving rise to such Indemnity Claim.

• New REIT shall deliver to the General Partner, promptly after any New REIT Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such New REIT Indemnified Party relating to any Indemnity Claim based on claims asserted by third parties (“Third Party Claim”); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that any potential defense to such claim shall have been prejudiced by such failure.

• Without limiting the foregoing, if the General Partner exercises the right to undertake any such defense against a Third Party Claim, New REIT shall cooperate with the General Partner in such defense and make available to the General Partner, at the General Partner’s expense, all witnesses, pertinent records, materials and information in the possession of, or under the control of, any New REIT Indemnified Party relating thereto as is reasonably required by the General Partner.

• New REIT may, at its option, demand indemnity under this Article 10 as soon as an Indemnity Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as New REIT shall in good faith determine that such claim is not frivolous and that the New REIT Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof.

• Without limiting the foregoing, if RLJ Development exercises the right to undertake any such defense against a Third Party Claim, New REIT shall cooperate with RLJ Development in such defense and make available to RLJ Development, at RLJ Development’s expense, all witnesses, pertinent records, materials and information in the possession of, or under the control of, any New REIT Indemnified Party relating thereto as is reasonably required by RLJ Development.

More Definitions of REIT Indemnified Party

REIT Indemnified Party has the meaning ascribed thereto in Section 8.1(b) hereof.

REIT Indemnified Party and “REIT Indemnified Parties” shall have the meaning given to them in Section 8.1 hereof.

REIT Indemnified Party has the meaning set forth in Section 6.01. (aaa) “REIT Material Adverse Effect” means any material adverse change in any of the assets, business, condition (financial or otherwise), results of operation or prospects of the REIT and its Subsidiaries, taken as a whole. (bbb) “REIT Qualification Ruling” has the meaning set forth in Section 6.05. (ccc) “REIT or Manager Knowledge” means the knowledge of Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxx and Xxxxx Xxx. (ddd) “REIT Requirements” shall mean the requirements imposed on REITs pursuant to Sections 856 through and including 860 of the Code. (eee) “REIT Shares” has the meaning set forth in the recitals. (fff) “Release Document” has the meaning set forth in Section 6.05. (ggg) “Repurchase Agreement Asset” has the meaning set forth in Section 4.10(b). (hhh) “Securities Act” means the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder.