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Exhibit
10.29
INDEMNITY
AGREEMENT
THIS INDEMNITY
AGREEMENT (this “Agreement”), is made as of this 24
th
day of October, 2007, by
LAMMOT J. DU PONT and HOSSEIN FATEH
(“Indemnitors”) for the benefit of DUPONT FABROS
TECHNOLOGY, INC. , a Maryland corporation, and DUPONT FABROS
TECHNOLOGY, L.P. , a Maryland limited partnership (the
“OP”) (collectively, the
“Indemnitees”).
W I T N E S S E T
H:
WHEREAS, Grizzly Ventures
LLC, a Delaware limited liability company (“Grizzly
Ventures”) owns certain real property located in Ashburn
Corporate Center, Ashburn, Virginia improved with a data center
facility known as ACC4 (“ACC4”);
WHEREAS, Grizzly Equity LLC,
a Delaware limited liability company (“Grizzly Equity”)
is the sole member of Grizzly Ventures and Grizzly Interests LLC, a
Delaware limited liability company (“Grizzly
Interests”) is the sole member of Grizzly Equity;
WHEREAS, pursuant to the
Agreement and Plan of Merger dated as of August 9, 2007
between Grizzly Interests and the Indemnitees, Grizzly Interests is
to be merged with and into the OP with the OP surviving;
WHEREAS, Indemnitors are
principal owners of Grizzly Interests;
WHEREAS, to induce
Indemnitees to proceed with the aforementioned merger, Indemnitors
have agreed to provide this Agreement for Indemnitees’
benefit.
NOW, THEREFORE, for and in
consideration of the sum of Ten and No/100 ($10.00) Dollars and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Indemnitees, by their acceptance
of delivery hereof, and Indemnitors hereby agree as
follows:
1.
Indemnity Agreement . Indemnitors,
each jointly and severally, covenant and agree, at their sole cost
and expense, to indemnify, and hold the Indemnitees harmless
against and from any and all civil penalties and charges
(“Indemnified Costs”) which may at any time be imposed
upon, incurred by or assessed against the I
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