Indemnification by the Company and the Operating Partnership Contract Clauses (33)

Grouped Into 2 Collections of Similar Clauses From Business Contracts

This page contains Indemnification by the Company and the Operating Partnership clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Indemnification by the Company and the Operating Partnership. The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees (the "Indemnitees," and each an "Indemnitee"), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys' fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbur...sed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such 18 Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (a) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (b) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (c) such liability or loss was not the result of negligence or misconduct by the Indemnitee; and (d) such indemnification or agreement to hold harmless is recoverable only out of the Company's net assets and not from the Stockholders. Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (c) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. View More
Found in Steadfast Income REIT, Inc. contract
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Indemnification by the Company and the Operating Partnership. The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees (the "Indemnitees," and each an "Indemnitee"), employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys' fees, subject to the extent such liability, claims, damages or losses and related expenses ar...e not fully reimbursed any limitations imposed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, Maryland or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Company. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for any loss or liability suffered by such 18 Indemnitee, the Advisor and its Affiliates, including their respective officers, directors, partners and employees, nor shall they provide that an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (a) the Indemnitee 26 (a)The Advisor has determined, in good faith, that the course of conduct that which caused the loss or liability was in the best interest of the Company and the Operating Partnership; (b) the Indemnitee (b)The Advisor was acting on behalf of, of or performing services for, for the Company or and the Operating Partnership; (c) such (c)Such liability or loss was not the result of negligence or misconduct by the Indemnitee; Advisor; and (d) such (d)Such indemnification or agreement to hold harmless is recoverable only out of the Company's net assets and not from the Stockholders. Notwithstanding the foregoing, an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, shall not be indemnified by the Company and the Operating Partnership for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, unless one or more of the following conditions are met: (a) there (a)There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (b) such Advisor; (b)Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; Advisor; or (c) a (c)A court of competent jurisdiction approves a settlement of the claims against the Indemnitee Advisor and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or and the Operating Partnership were offered or sold as to indemnification for violation of securities laws. In addition, the advancement of the Company's or the Operating Partnership's funds to the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (a)The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; 27 (b)The legal action is initiated by a third party who is not a shareholder or the legal action is initiated by a shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (c)The Advisor undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which the Advisor is found not to be entitled to indemnification. View More
Found in Black Creek Diversified Property Fund Inc. contract
Indemnification by the Company and the Operating Partnership. (a) The Company and the Operating Partnership Partnership, jointly and severally, shall indemnify and hold harmless the Advisor and its Affiliates, including as well as their respective officers, directors, equity holders, partners members, partners, stockholders, other equity holders and employees (the (collectively, the "Indemnitees," and each each, an "Indemnitee"), from and against all liability, losses, claims, damages damages, losses, joint or losses several, expenses (including reasonable... attorneys' fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, "Losses," and each, a "Loss") arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys' fees, to the extent such liability, claims, damages or losses and related expenses Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation New York or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Charter. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability Loss suffered by such 18 Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability Loss suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (a) 20 (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (b) (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (c) (iii) such liability or loss Loss was not the result of negligence or willful misconduct by the Indemnitee; and (d) (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company's net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any losses, liabilities or expenses Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (a) (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (b) (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (c) (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company's or the Operating Partnership's funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder's capacity as such and a court of competent jurisdiction specifically approves such advancement; and 21 (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification. View More
Found in New York City REIT, Inc. contract
Indemnification by the Company and the Operating Partnership. (a) The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including as well as their respective officers, directors, equity holders, partners members, partners, stockholders, other equity holders and employees (the "Indemnitees," (collectively, the "Indemnitees ," and each each, an "Indemnitee"), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attor...neys' fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, New York or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Incorporation. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such 18 Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (a) (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (b) (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (c) (iii) such liability or loss was not the result of the Indemnitee's bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or misconduct by the Indemnitee; reckless disregard of its duties; and (d) 21 (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company's net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (a) (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (b) (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (c) (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC U.S. Securities and Exchange Commission and of the published position of any state securities regulatory authority of a jurisdiction in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company's or the Operating Partnership's funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder's capacity as such and a court of competent jurisdiction specifically approves such advancement; (iii) the Indemnitee provides the Company or the Operating Partnership with a written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification; and (iv) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification. View More
Found in Benefit Street Partners Realty Trust, Inc. contract
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Indemnification by the Company and the Operating Partnership. To the extent permitted by their governing documents, the Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, partners and employees (the "Indemnitees," and each an "Indemnitee"), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable hourly attorneys' fees, to the extent such liability, claims, damages or loss...es and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of North Dakota or the Governing Instruments. View More
Found in Sterling Real Estate Trust contract
Indemnification by the Company and the Operating Partnership. To the extent permitted by their governing documents, the The Company and the Operating Partnership shall indemnify and hold harmless the Advisor Adviser and its Affiliates, including their respective officers, directors, managers, partners and employees (the "Indemnitees," and each an "Indemnitee"), employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable hourly attorneys' fees, to the extent such l...iability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the fullest extent that possible without such indemnification would not be being inconsistent with the laws of the State of North Dakota Maryland, the Charter or the Governing Instruments. provisions of Section II.G of the NASAA REIT Guidelines. View More
Found in OAKTREE REAL ESTATE INCOME TRUST, INC. contract
Indemnification by the Company and the Operating Partnership. To the extent permitted by their governing documents, the Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, partners and employees (the "Indemnitees," and each an "Indemnitee"), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable hourly attorneys' fees, to the extent such liability, claims, damages or loss...es and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of North Dakota or the Governing Instruments. Adopted by the Board of Trustees Effective 1.1.18 21. INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses, including reasonable hourly attorneys' fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor's bad faith, fraud, willful misfeasance, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board for which the Board declined to follow any advice or recommendation given by the Advisor to the Board prior to taking such action. View More
Found in Sterling Real Estate Trust contract
Indemnification by the Company and the Operating Partnership. To the extent permitted by their governing documents, the The Company and the Operating Partnership shall indemnify and hold harmless the Advisor Adviser and its Affiliates, including their respective officers, directors, partners and employees (the "Indemnitees," and each an "Indemnitee"), employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable hourly attorneys' fees, to the extent such liability, ...claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the fullest extent that possible without such indemnification would not be being inconsistent with the laws of the State of North Dakota Maryland, the Charter or the Governing Instruments. provisions of Section II.G of the NASAA REIT Guidelines. View More
Found in Blackstone Real Estate Income Trust, Inc. contract
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