Common use of Representative Indemnification Clause in Contracts

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 consolidation or merger or (b) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of any such Buyer Party or Buyer Designee, Archstone Entity or their respective successors or assigns, as applicable, shall assume all of the obligations thereof set forth in this Section 13.14. 13.14.4 The Buyer Parties shall and do hereby, jointly and severally, indemnify the Seller Indemnified Parties against, and hold them harmless, from any and all Losses arising out of, resulting from or related to any breach of this Section 13.14. 13.14.5 The Buyer Parties further agree that with respect to any Archstone Indemnitee who is employed, retained or otherwise associated with, or appointed or nominated by, LBHI or any of its Affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to Seller or any Archstone Entity, that the Archstone Entities shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Archstone Indemnitee acting in such capacity or capacities on behalf or at the request of LBHI or any of its Affiliates, whether the Indemnity Obligations are created by Law, organizational or constituent documents (as in effect on the date hereof), contract or otherwise. Notwithstanding the fact that LBHI or any of its Affiliates may have concurrent Liability to an Archstone Indemnitee with respect to the Indemnity Obligations, the Buyer Parties hereby agree that in no event shall Buyer Parties or any of their Affiliates have any right or claim against LBHI or any of its Affiliates for contribution or have rights of subrogation against LBHI or any of its Affiliates through an Archstone Indemnitee for any payment made by the Buyer Parties or any of their Affiliates with respect to any Indemnity Obligation. In addition, the Buyer Parties hereby agree that in the event that LBHI or any of its Affiliates (including Seller) pay or advance an Archstone Indemnitee any amount with respect to an Indemnity Obligation, the Buyer Parties will promptly reimburse LBHI or its Affiliate for such payment or advance upon request. None of the foregoing provisions shall be deemed to require the Buyer Parties and Archstone Entities 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.