Common use of Officers’ and Directors’ Indemnification Clause in Contracts

Officers’ and Directors’ Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee, fiduciary or agent of the Company or any of the Company Subsidiaries (the "INDEMNIFIED PARTIES") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or, pertaining to (i) the fact that he is or was a director, officer, employee, fiduciary or agent of the Company or any of the Company Subsidiaries, or is or was serving at the request of the Company or any of the Company Subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their commercially reasonable best efforts to defend against and respond thereto. It is understood and agreed that the Company shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation and Parent shall indemnify and hold harmless, as and to the full extent permitted by applicable law, each Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), (A) the Company, and the Surviving Corporation and Parent after the Effective Time, shall promptly pay reasonable expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the full extent permitted by law, (B) the Indemnified Parties may retain counsel satisfactory to them, and the Company, and the Surviving Corporation and Parent after the Effective Time, shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties within 30 days after statements therefor are received, and (C) the Company, the Surviving Corporation and Parent will use their respective commercially reasonable best efforts to assist in the vigorous defense of any such matter; provided that none of the Company, the Surviving Corporation or Parent shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further that the Surviving Corporation and Parent shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law (whereupon any advances received shall be repaid to the Parent or the Surviving Corporation). Any Indemnified Party wishing to claim indemnification under this Section 7.5, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Company and, after the Effective Time, the Surviving Corporation and Parent, thereof; provided that the failure to so notify shall not affect the obligations of the Company, the Surviving Corporation and Parent except to the extent such failure to notify materially prejudices such party.

Officers’ and Directors’ Indemnification. (a) In the event of any threatened or actual claim, action, suit, demand proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee, fiduciary or agent of the Company Eagles or any of the Company Eagles Subsidiaries (each, an “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or, or pertaining to (i) the fact that he or she is or was a director, officer, employee, fiduciary or agent of the Company Eagles or any of the Company Eagles Subsidiaries, or is or was serving at the request of the Company Eagles or any of the Company Eagles Subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) the negotiation, execution or performance of this Agreement Agreement, any agreement or document contemplated hereby or delivered in connection herewith, or any of the transactions contemplated herebyhereby or thereby, whether in any case asserted or arising at or before or after the Effective Time, the parties hereto agree to cooperate and use their commercially reasonable best efforts to defend against and respond thereto. It is understood and agreed that the Company shall indemnify and hold harmless, from and after the Effective Time Time, the Surviving Corporation and Parent the Company shall indemnify and hold harmless, as and to the full fullest extent permitted by applicable law, each Indemnified Party against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' ’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, demand, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising at or before or after the Effective Time), (A) the Companyfrom and, and the Surviving Corporation and Parent after the Effective Time, the Surviving Corporation and the Company shall promptly pay reasonable expenses in advance of the final disposition of any such threatened or actual claim, action suit, demand, proceeding or investigation to each Indemnified Party to the full fullest extent permitted by applicable law, (B) the Indemnified Parties may retain counsel satisfactory to them, and the Company, Company and the Surviving Corporation and Parent after the Effective Time, shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties within 30 thirty (30) days after statements therefor are received, and (C) from and after the CompanyEffective Time, the Company and the Surviving Corporation and Parent will use their respective commercially reasonable best efforts to assist in the vigorous defense of any such matter; provided provided, however, that none of the Company, neither the Surviving Corporation or Parent nor the Company shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and provided further that the Surviving Corporation and Parent the Company shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification by such entities of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law (whereupon any advances received shall be repaid to the Parent or the Surviving Corporation)law. Any Indemnified Party wishing to claim indemnification under this Section 7.56.6, upon learning of any such threatened or actual claim, action, suit, demand, proceeding or investigation, shall promptly notify the Company and, after the Effective Time, the Surviving Corporation and Parent, the Company thereof; provided that the failure to so notify shall not affect the obligations of the Company, the Surviving Corporation and Parent the Company except to the extent extent, if any, such failure to promptly notify materially prejudices such party.

Officers’ and Directors’ Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigationAction, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation Action in which any person who is nowat the date hereof, or has been at any time prior to the date hereof, or who becomes prior to during the period from the date hereof through the date of the Company Merger Effective Time, a manager, director, officer, trustee, employee, fiduciary or agent of the Company or any of the Company Subsidiaries (each, an “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) and acting in such capacity is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or, or pertaining to (i) the fact that he or she is or was a director, officer, employee, fiduciary or agent of the Company or any of the Company Subsidiaries, or is or was serving at the request of the Company or any of the Company Subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) the negotiation, execution or performance of this Agreement Agreement, any agreement or document contemplated hereby or delivered in connection herewith, or any of the transactions contemplated herebyhereby or thereby, whether in any case asserted or arising at or before or after the Company Merger Effective Time, the parties hereto agree Parties agree, to the fullest extent authorized or permitted by applicable Law, as now or hereinafter in effect, to cooperate and use their commercially reasonable best efforts to defend against and respond thereto. It is understood and agreed that the Company shall indemnify and hold harmless, and after the Company Merger Effective Time Time, the Surviving Corporation and Parent shall indemnify and hold harmless, as and to the full fullest extent permitted by applicable lawLaw, each Indemnified Party against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' ’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigationAction, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation Action (whether asserted or arising at or before or after the Company Merger Effective Time), (A) the CompanyCompany and, and after the Company Merger Effective Time, the Surviving Corporation and Parent after the Effective Time, shall promptly pay reasonable expenses in advance of the final disposition of any claim, suit, proceeding such threatened or investigation actual Action to each Indemnified Party to the full fullest extent permitted by lawapplicable Law, (B) the Indemnified Parties may retain counsel satisfactory to them, and the Company, Parent and the Surviving Corporation and Parent after the Effective Time, shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties within 30 thirty (30) days after statements therefor are received, and (C) the CompanyCompany and, after the Company Merger Effective Time, Parent and the Surviving Corporation and Parent will use their respective commercially reasonable best efforts to assist in the vigorous defense of any such matter; provided provided, however, that none of the Company, the Surviving Corporation or Parent shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and provided further that the Company, the Surviving Corporation and Parent shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification by such entities of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law (whereupon any advances received shall be repaid to the Parent or the Surviving Corporation)Law. Any Indemnified Party wishing to claim indemnification under this Section 7.57.5(a), upon learning of any such claim, action, suit, proceeding threatened or investigationactual Action, shall promptly notify the Company and, after the Company Merger Effective Time, the Surviving Corporation and Parent, Parent thereof; provided that the failure to so notify shall not affect the obligations of the Company, the Surviving Corporation and Parent except to the extent extent, if any, such failure to promptly notify materially prejudices such party.

Officers’ and Directors’ Indemnification. (a) In the event of any threatened or actual claim, action, suit, demand, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, demand, proceeding or investigation in which any person Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective TimeClosing Date, a director, officer, employee, trustee, fiduciary or agent of the Company or any of the Company Company's Subsidiaries (each, an "Indemnified Party" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or, or pertaining to (i) the fact that he or she is or was a an officer, director, officertrustee, employee, fiduciary or agent of the Company or any of the Company Company's Subsidiaries, or is or was serving at the request of the Company or any of the Company Subsidiaries as a an, officer, director, officertrustee, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) the negotiation, execution or performance of this Agreement Agreement, any agreement or document contemplated hereby or delivered in connection herewith, or any of the transactions contemplated herebyhereby or thereby, whether in any case asserted or arising at or before or after the Effective TimeClosing Date, the parties hereto agree to cooperate and use their commercially reasonable best efforts to defend against and respond thereto. It is understood and agreed that the Company shall indemnify and hold harmless, and after the Effective Time Closing Date, the Surviving Corporation and Parent REIT shall indemnify and hold harmless, as and to the full fullest extent permitted by applicable lawLaw, each Indemnified Party against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, demand, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, demand, proceeding or investigation (whether asserted or arising at or before or after the Effective TimeClosing Date), (A) the CompanyCompany and, and after the Closing Date, the Surviving Corporation and Parent after the Effective Time, REIT shall promptly pay reasonable expenses in advance of the final disposition of any such threatened or actual claim, action, suit, demand, proceeding or investigation to each Indemnified Party to the full fullest extent permitted by lawapplicable Law, (B) the Indemnified Parties may retain a single counsel satisfactory to them, and the Company, Company and the Surviving Corporation and Parent after the Effective Time, REIT shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties within 30 thirty (30) days after statements therefor are received, and (C) the CompanyCompany and, after the Closing Date, the Surviving Corporation and Parent REIT will use their respective commercially its reasonable best efforts to assist in the vigorous defense of any such matter; provided provided, however, that none of neither the Company, Company nor the Surviving Corporation or Parent REIT shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and provided further that the Company and the Surviving Corporation and Parent REIT shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification by such entities of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law (whereupon any advances received shall be repaid to the Parent or the Surviving Corporation)Law. Any Indemnified Party wishing to claim indemnification under this Section 7.56.5, upon learning of any such threatened or actual claim, action, suit, demand, proceeding or investigation, shall promptly notify the Company and, after the Effective TimeClosing Date, the Surviving Corporation and Parent, REIT thereof; provided that the failure to so notify shall not affect the obligations of the Company, Company and the Surviving Corporation and Parent REIT except to the extent extent, if any, such failure to promptly notify materially prejudices such party.