Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, or (b) the Company's Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 39 contracts
Samples: Indemnification Agreement (Retail Properties of America, Inc.), Indemnification Agreement (Retail Properties of America, Inc.), Indemnification Agreement (Retail Properties of America, Inc.)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, or (b) expressly provided otherwise in (i) the Company's ’s Charter or Bylaws, as amended, the Charter, (ii) a resolution of (A) the stockholders entitled to vote generally in the election of directors or of (B) the Board of Directors or (iii) an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwiseparty.
Appears in 22 contracts
Samples: Indemnification Agreement (GSC Investment Corp.), Indemnification Agreement (GSC Investment Corp.), Indemnification Agreement (GSC Investment Corp.)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, or (b) the Company's ’s Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 17 contracts
Samples: Indemnification Agreement (Inland Western Retail Real Estate Trust Inc), Termination and Change in Control Agreement (Sunstone Hotel Investors, Inc.), Employment Agreement (Sunstone Hotel Investors, Inc.)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, or (b) the Company's ’s Bylaws, as amended, the CharterDeclaration of Trust, a resolution of the stockholders shareholders entitled to vote generally in the election of directors trustees or of the Board of Directors Trustees or an agreement approved by the Board of Directors Trustees to which the Company is a party expressly provide otherwise.
Appears in 15 contracts
Samples: Indemnification Agreement (Innkeepers Usa Trust/Fl), Indemnification Agreement (Innkeepers Usa Trust/Fl), Indemnification Agreement (Innkeepers Usa Trust/Fl)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any hereunder if the Proceeding was brought by Indemnitee, unless Indemnitee unless: (ai) the Proceeding is was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 Section 12 of this Agreement, or (bii) the Company's ’s Certificate of Incorporation or Bylaws, as amended, the Charter, a resolution of the Board of Directors or of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 13 contracts
Samples: Indemnification Agreement (Bank Jos a Clothiers Inc /De/), Indemnification Agreement (Bank Jos a Clothiers Inc /De/), Indemnification Agreement (Bank Jos a Clothiers Inc /De/)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, Agreement or otherwise or (b) the Company's ’s Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 9 contracts
Samples: Indemnification Agreement (Longs Drug Stores Corp), Indemnification Agreement (Allied Capital Corp), Indemnification Agreement (Hatteras Financial Corp)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, Agreement or otherwise or (b) the Company's ’s Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 7 contracts
Samples: Indemnification Agreement (MONROE CAPITAL Corp), Form of Indemnification Agreement (Monroe Capital Income Plus Corp), Indemnification Agreement (Sysorex, Inc.)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification or advance of Expenses under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 10 of this Agreement, or (b) the Company's ’s Bylaws, as amended, the CharterCompany’s charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 6 contracts
Samples: Form of Indemnification Agreement (Griffin-American Healthcare REIT 4, Inc.), Form of Indemnification Agreement (Griffin-American Healthcare REIT IV, Inc.), Indemnification Agreement (Griffin-American Healthcare REIT III, Inc.)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, Agreement or otherwise or (b) the Company's Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 4 contracts
Samples: Indemnification Agreement (Macerich Co), Indemnification Agreement (Northstar Realty), Indemnification Agreement (Arbor Realty Trust Inc)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and Section 11 of this Agreement, or (b) the Company's ’s Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 4 contracts
Samples: Indemnification Agreement (Aviv REIT, Inc.), Indemnification Agreement (Host Hotels & Resorts L.P.), Indemnification Agreement (Host Marriott Corp/)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 10 of this Agreement, or (b) the Company's ’s Bylaws, as amended, the CharterCompany’s charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 4 contracts
Samples: Indemnification Agreement (Corporate Property Associates 18 Global Inc), Indemnification Agreement (Carey Watermark Investors Inc), Indemnification Agreement (NNN Healthcare/Office REIT, Inc.)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, Agreement or otherwise or (b) the Company's ’s Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 2 contracts
Samples: Indemnification Agreement (Starwood Hotel & Resorts Worldwide Inc), Indemnification Agreement (Starwood Hotel & Resorts Worldwide Inc)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, or (b) expressly provided otherwise in (i) the Company's Charter or Bylaws, as amended, the Charter, (ii) a resolution of (A) the stockholders entitled to vote generally in the election of directors or of (B) the Board of Directors or (iii) an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwiseparty.
Appears in 2 contracts
Samples: Indemnification Agreement (Ares Capital Corp), Indemnification Agreement (Ares Capital Corp)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 10 of this Agreement, or (b) the Company's Bylaws, as amended, the CharterCompany's charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 2 contracts
Samples: Form of Indemnification Agreement (Carey Watermark Investors 2 Inc), Indemnification Agreement (Corporate Property Associates 17 - Global INC)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification or advancement of Expenses under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, Agreement or otherwise or (b) the Company's ’s Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 2 contracts
Samples: Indemnification Agreement (PHH Corp), Indemnification Agreement (PHH Corp)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, or (b) the Company's Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise. Section 19.
Appears in 2 contracts
Samples: Indemnification Agreement (Douglas Emmett Inc), Indemnification Agreement (Douglas Emmett Inc)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, Agreement or otherwise or (b) the Company's Bylaws, as amended, the CharterArticles of Incorporation, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 1 contract
Samples: Indemnification Agreement (Integrity Capital Income Fund, Inc.)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this AgreementSection 11, or (b) the Company's Bylaws, as amended’s bylaws, the CharterCompany’s charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 1 contract
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, or (b) the Company's ’s Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 1 contract
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 7 and 11 9 of this Agreement, or (b) the Company's ’s Bylaws, as amended, the CharterCompany’s charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 1 contract
Samples: Form of Indemnification Agreement (Madison Square Capital, Inc.)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification or contribution under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 Section 12 of this Agreement, or (b) the Company's ’s Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 1 contract
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, or (b) the Company's Bylaws, as amended, the CharterDeclaration of Trust, a resolution of the stockholders shareholders entitled to vote generally in the election of directors trustees or of the Board of Directors Trustees or an agreement approved by the Board of Directors Trustees to which the Company is a party expressly provide otherwise.
Appears in 1 contract
Samples: Indemnification Agreement (Provident Senior Living Trust)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 7 and 11 9 of this Agreement, or (b) the Company's ’s Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 1 contract
Samples: Indemnification Agreement (Lafarge North America Inc)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and Section 11 of this Agreement, or (b) the Company's Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 1 contract
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding Notwith-standing any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 7 and 11 10 of this Agreement, or (b) the Company's Bylaws, as amended, the CharterArticles of Incorporation, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 1 contract
Samples: Form of Indemnification Agreement (National Retail Properties, Inc.)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, or (b) the Company's Bylaws’s articles of incorporation or by-laws, each as amended, the Charter, a resolution of the stockholders shareholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 1 contract
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, or (b) the Company's ’s Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or directors, a resolution of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 1 contract
Samples: Indemnification Agreement (Cypress Sharpridge Investments, Inc.)
Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by by. Sections 8 and 11 of this Agreement, or (b) the Company's ’s Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
Appears in 1 contract
Samples: Indemnification Agreement (Sunstone Hotel Investors, Inc.)
