Liability and Indemnification Contract Clauses (69)

Liability and Indemnification. (a) The Company shall indemnify the Business Manager and its officers, directors, employees and agents (individually an "Indemnitee," collectively the "Indemnitees") to the same extent as the Company may indemnify its officers, directors and employees under its Charter and bylaws so long as: (i) the Board of Directors has determined, in good faith, that the course of conduct that caused the loss, liability or expense was in the best interests of the Company; (ii) the Indemnitee was acting on beh...alf of, or performing services on the part of, the Company; 21 (iii) the liability or loss was not the result of negligence or misconduct on the part of the Indemnitee; and (iv) any amounts payable to the Indemnitee are paid only out of the Company's net assets and not from any personal assets of any Stockholder. (b) The Company shall not indemnify any Indemnitee seeking indemnification for losses, liabilities or expenses arising from, or out of, an alleged violation of federal or state securities laws ("Securities Claims") unless one or more of the following conditions are met: (i) there has been a successful adjudication for the Indemnitee on the merits of each count involving alleged material Securities Claims as to such Indemnitee; (ii) the Securities Claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the Securities Claims and finds that indemnification for the costs of settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and of the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold as to indemnification for Securities Claims. (c) The Company shall advance amounts to Indemnitees entitled to indemnification hereunder for legal and other expenses and costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services by the Indemnitee for or on behalf of the Company; (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 his or her capacity as such and a court of competent jurisdiction specifically approves advancement; and (iii) the Indemnitee receiving advances undertakes in writing to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which the party is found not to be entitled to indemnification. 22 25. Notices. All notices, requests or demands to be given under this Agreement from one party to the other (collectively, "Notices" and individually a "Notice") shall be in writing and shall be given by personal delivery, or by overnight courier service for next Business Day delivery at the other party's address set forth below, or by telecopy transmission at the other party's facsimile telephone number set forth below. Notices given by personal delivery (i.e., by the sending party or a messenger) shall be deemed given on the date of delivery. Notices given by overnight courier service shall be deemed given upon deposit with the overnight courier service and Notices given by telecopy transmission shall be deemed given on the date of transmission provided such transmission is completed by 5:00 p.m. (sending party's local time) on a Business Day, otherwise such delivery shall be deemed to occur on the next succeeding Business Day. If any party's address is a business, receipt, or the refusal to accept delivery, by a receptionist or by any Person in the employ of such party, shall be deemed actual receipt by the party of Notices. Notices may be issued by an attorney for a party and in such case such Notices shall be deemed given by such party. The parties' addresses are as follows: If to the Company: Inland Real Estate Income Trust, Inc. 2901 Butterfield Road Oak Brook, IL 60523 Attention: Mr. Mitchell A. Sabshon Telephone: (630) 218-8000 Facsimile: (630) 218-2218 If to the Business Manager: IREIT Business Manager & Advisor Inc. 2901 Butterfield Road Oak Brook, IL 60523 Attention: Ms. Roberta S. Matlin Telephone: (630) 218-8000 Facsimile: (630) 547-9234 Any party may at any time give notice in writing to the other party of a change of its address for the purpose of this Section 25. View More

Liability and Indemnification. Consultant agrees to indemnify, hold harmless, and defend CHSPSC for, from, and against any claims, demands, actions, settlements, judgments, costs, or damages, including reasonable attorneys' fees and court costs, arising out of or related to this Agreement to the extent such claims, demands, actions, settlements, judgments, costs, or damages relate to the gross negligence or intentional misconduct of Consultant, his agents, representatives, and employees. This provision shall apply during the ...term of this Agreement and shall survive the termination of this Agreement. View More

Liability and Indemnification. Sponsor will not be liable for losses to the Funds, and Sponsor shall be indemnified, to the extent provided in Section 4.05 of the Declaration of Trust.