Common use of D&O Indemnification and Insurance Clause in Contracts

D&O Indemnification and Insurance. (a) From and after the Effective Time, Miami agrees that it shall indemnify and hold harmless each present and former director, officer and employee of any Seattle Entity against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Houston or any of its Subsidiaries Table of Contents (including the Seattle Entities), as the case may be, would have been permitted under the Organizational Documents of Seattle in effect on the date hereof to indemnify such Person (including promptly advancing expenses as incurred to the fullest extent permitted under such Organizational Documents). Without limiting the foregoing, Miami shall cause the Seattle Entities (i) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Seattle Entities’ respective former and current officers, directors, employees and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of Houston or any of its Subsidiaries (including the Seattle Entities), as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

D&O Indemnification and Insurance. (a) From and after the Effective Time, Miami ILG agrees that it shall indemnify and hold harmless each present and former director, officer and employee of any Seattle Vistana Entity against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Houston Starwood or any of its Subsidiaries Table of Contents (including the Seattle Vistana Entities), as the case may be, would have been permitted under the Organizational Documents of Seattle Vistana in effect on the date hereof to indemnify such Person (including promptly advancing expenses as incurred to the fullest extent permitted under such Organizational Documents). Without limiting the foregoing, Miami ILG shall cause the Seattle Vistana Entities (i) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Seattle Vistana Entities’ respective former and current officers, directors, employees and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of Houston Starwood or any of its Subsidiaries (including the Seattle Vistana Entities), as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

D&O Indemnification and Insurance. (a) From and after the Effective Time, Miami Chicago agrees that it shall indemnify and hold harmless each present and former director, officer and employee of any Seattle Everett Entity against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Houston or any of its Subsidiaries Table of Contents (including the Seattle Everett Entities), as the case may be, would have been permitted under the Organizational Documents of Seattle Everett in effect on the date hereof to indemnify such Person (including promptly advancing expenses as incurred to the fullest extent permitted under such Organizational Documents). Without limiting the foregoing, Miami Chicago shall cause the Seattle Everett Entities (i) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Seattle Everett Entities’ respective former and current officers, directors, employees and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of Houston or any of its Subsidiaries (including the Seattle Everett Entities), as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

D&O Indemnification and Insurance. (a) From and after the Effective Time, Miami SPAC and the Surviving Company each agrees that it shall indemnify and hold harmless each present and former director, manager and officer of SPAC and employee the Company and each of any Seattle Entity their respective Subsidiaries against any costs or expenses (including reasonable attorneys’ attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at at, or after the Effective Time, to the fullest extent that Houston SPAC, the Company or any of its Subsidiaries Table of Contents (including the Seattle Entities)their respective Subsidiaries, as the case may be, would have been permitted under the Organizational Documents of Seattle applicable Law and their respective organizational documents in effect on the date hereof of this Agreement to indemnify such Person Persons (including promptly advancing expenses as incurred to the fullest extent permitted under such Organizational Documentsapplicable Law). Without limiting the foregoing, Miami to the extent permitted under applicable Law, the Surviving Company shall and shall cause the Seattle Entities its Subsidiaries to (i) to maintain for a period of not less than six (6) years from after the Effective Time provisions in their respective Organizational Documents its and its Subsidiaries’ organizational documents concerning the indemnification and exoneration exculpation (including provisions relating to expense advancementreimbursement) of the Seattle Entities’ respective former and current officers, directors, employees managers and agents officers that are no less favorable to those such Persons than the provisions of the Organizational Documents organizational documents of Houston or any SPAC and the Company and each of its their respective Subsidiaries (including the Seattle Entities), as applicable, in each case, as of the date hereof of this Agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as otherwise required by Law.