Exhibit 10.25
CONTRIBUTOR INDEMNITY
AGREEMENT
This Contributor Indemnity Agreement
(the “Agreement”) is entered into as of August 16,
2004, by and among Kite Realty Group, L.P. a Delaware limited
partnership (“Kite Realty”) and Alvin E. Kite, Jr.,
John A. Kite, Paul W. Kite, Thomas K. McGowan, Daniel R. Sink,
George F. McMannis, IV, and Mark Jenkins (collectively, the
“Indemnitees”).
WHEREAS, Kite Realty and its general
partner Kite Realty Group Trust, a Maryland real estate investment
trust (the “REIT”), are engaging in various related
transactions pursuant to which, among other things, (i) Kite
Realty will acquire interests in various entities that own or lease
real estate properties in which certain persons affiliated with the
REIT have interests, including the Indemnitees, (ii) Kite
Realty will acquire indirect interests in certain service companies
currently owned by persons affiliated with Kite Realty, including
certain of the Indemnitees, and (iii) the REIT will effect an
initial public offering of its common shares and contribute the
proceeds therefrom for a like number of units of partnership
interest in Kite Realty (the “Kite IPO,” and together
with the other transactions described above, the “Kite IPO
Transactions”);
WHEREAS, pursuant to
Section 1.1(b) of that certain Contribution Agreement dated as
of April 5, 2004 among Kite Realty and the Indemnitees,
entered into as part of the Kite IPO Transactions (the
“Contribution Agreement”), Kite Realty has agreed to
assume from the Indemnitees and thereafter pay, honor, discharge
and perform, in accordance with their respective terms, all of the
liabilities and obligations of the Indemnitees identified on
Schedule 1 thereto (the “Assumed
Liabilities”);
WHEREAS, pursuant to
Schedule 1 , Kite Realty agreed that, if it is
unsuccessful in obtaining a release of all personal guarantees
previously made by the Indemnitees with respect to the properties
and other assets being contributed pursuant to the Contribution
Agreement, Kite Realty will indemnify the Indemnitees with respect
to any loss actually incurred by the Indemnitees to the
beneficiaries of the personal guarantees pursuant to such
guarantees; and
WHEREAS, the parties desire to enter
into this Agreement to memorialize the indemnity obligation
referenced in Schedule 1 to the Contribution
Agreement.
NOW, THEREFORE, in consideration of
the mutual agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agree as follows:
Section 1.
Indemnification
. Kite Realty hereby agrees to
indemnify, defend and hold harmless the Indemnitees and their
agents, assigns and successors from and against all losses, claims,
damages, fines, causes of action, judgments, lawsuits, assessments,
costs, expenses (including but not limited to reasonable
attorneys’ fees and court costs) and other liabilities,
including liabilities f
