Representative Indemnification Clause Samples
Representative Indemnification. 13.14.1 From and after the Initial Closing, the Buyer Parties shall, and shall cause the Archstone Entities to, honor and perform all obligations of the Archstone Entities to any individual who at the Initial Closing Date is, or at any time prior to the Initial Closing Date was, a Representative of Seller or any Archstone Entity (each, an “Archstone Indemnitee”) with respect to all rights to indemnification and exculpation (including the advancement of expenses) from Liabilities for acts or omissions occurring at or prior to the Initial Closing Date as provided in (a) the Organizational Documents of the Archstone Entities (as in effect on the date hereof), and (b) any indemnification agreements or arrangements of any Archstone Entity with respect to the Archstone Indemnitees existing on the date hereof, which shall survive the consummation of the Contemplated Transactions and continue in full force and effect in accordance with their respective terms; provided, however, that the Buyer Parties and Archstone Entities shall not be required to indemnify the Archstone Indemnitees for claims related to the matters set forth in Sections 14.2.2(c), 14.2.2(d), 14.2.2(e) and 14.2.2(f) to the extent that LBHI is responsible for indemnifying the Buyer Indemnified Parties pursuant to such sections.
13.14.2 The provisions of this Section 13.14 are (a) intended to be for the benefit of, and shall be enforceable by, each Archstone Indemnitee, his or her heirs and his or her Representatives, and (b) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. The obligations of the Buyer Parties and the Archstone Entities under this Section 13.14 shall not be terminated or modified in such a manner as to adversely affect the rights of any Archstone Indemnitee to whom this Section 13.14 applies unless (i) such termination or modification is required by applicable Law or (ii) the affected Archstone Indemnitee shall have consented in writing to such termination or modification (it being agreed by the Parties that the Archstone Indemnitees to whom this Section 13.14 applies shall be third party beneficiaries of this Section 13.14).
13.14.3 In the event that any of the Buyer Parties or the Buyer Designees, any Archstone Entity or any of their respective successors or assigns (a) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consol...
Representative Indemnification. Stockholders shall, jointly and severally, agree to indemnify, defend and hold Representative harmless from and against any and all loss, damage, tax, liability and expense that may be incurred by Representative arising out of or in connection with his/her duties, obligations or performance as Representative under this Agreement, except as caused by his/her gross negligence or willful misconduct, including the legal costs and expenses of defending himself/herself against or initiating any claim or liability in connection with his/her performance hereunder. Representative shall not have any liability under the terms or provisions of this agreement or instrument for any action taken or not taken in performance of his/her duties under this Agreement, except for such liability as arises from Representative’s gross negligence or willful misconduct. The terms of this paragraph shall survive the termination of (i) this Agreement and (ii), with respect to claims arising in connection with Representative’s duties while acting as such, the resignation or removal of Representative.
Representative Indemnification. (a) From and after the Closing, Buyer and the Operating Partnership (collectively, the “Indemnifying Parties” and each, an “Indemnifying Party”) agree to honor and continue in full force and effect for a period of six years following the Closing all rights to indemnification and all limitations on personal liability that exist in favor of any Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Closing, an officer, employee, director, manager, trustee, general partner, fiduciary or agent of the Operating Partnership or any Partnership Subsidiary (the “Indemnified Parties” and each an “Indemnified Party”) that are contained in the Organizational Documents of the Cabot REIT or the Operating Partnership, as in effect on the date hereof, to the fullest extent permitted or required by applicable Law, with respect to matters occurring before the Closing; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim.
(b) In addition to the rights provided in Section 5.7(a) above, in the event of any threatened or actual claim, action, suit, demand, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any action by or on behalf of any or all security holders of the Operating Partnership or Buyer, or any Partnership Subsidiary or Buyer Subsidiary, or by or in the right of the Operating Partnership or Buyer, or any Partnership Subsidiary or Buyer Subsidiary, or any claim, action, suit, demand, proceeding or investigation in which any Indemnified Party 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 in whole or in part to that relates to the fact that he or she is or was an officer, employee, director, general partner, manager, fiduciary or agent of the Operating Partnership or any of the Partnership Subsidiaries or is or was serving at the request of the Operating Partnership or any Partnership Subsidiary as an officer, employee, director, general partner, manager, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, or any action or omission by such person in his capacity as an officer, employee, director, general partner, trustee, manager, fiduciary or agent of the Operating Partnership, any Partnership Subsidiary or any oth...