Additional Provisions Regarding Indemnification Sample Clauses

Additional Provisions Regarding Indemnification. Notwithstanding the provisions of Sections 13.1, 13.2, 13.3 and 13.4 (other than with respect to matters concerning indemnification for pre-existing environmental conditions and for environmental conditions arising out of the Construction Agent's use or possession of the Property), (a) the Owner Trustee shall be the only beneficiary of the provisions set forth in Sections 13.1, 13.2, 13.3 and 13.4 (again, subject to the immediately preceding parenthetical phrase) with respect to each Property solely for the period prior to the applicable Completion Date for such Property, and (b) such limited rights of indemnification referenced in Section 13.5(a) (to the extent relating to third- party claims) shall be limited to third-party claims caused by or resulting from the Indemnity Provider's acts or omissions and/or all other Persons acting by, through or under the Indemnity Provider. After the applicable Completion Date for such Property, each Indemnified Person shall be a beneficiary of the provisions set forth in Sections 13.1, 13.2, 13.3 and 13.4.

Additional Provisions Regarding Indemnification. Each Indemnitor hereby agrees that it is the indemnitor of first resort (i.e., its obligations to any Indemnitee under this Agreement are primary and any obligation of any Purchaser (or any Affiliate thereof other than the LLC and the Company) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessment and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by the Indemnitee are secondary), and if such Purchaser (or any Affiliate thereof other than the LLC and the Company) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to a Contractual Obligation or Organizational Document) with any Indemnitee, then (i) such Purchaser (or such Affiliate, as the case may be) shall be fully subrogated to all rights of such Indemnitee with respect to such payment and (ii) such Indemnitor shall reimburse such Purchaser (or such Affiliate) for any advancement or indemnification payments actually made. Each Indemnitor hereby unconditionally and irrevocably waives, relinquishes and releases (and covenants and agrees not to exercise, and to cause each Affiliate of such Indemnitor not to exercise), any claims or rights that such Indemnitor may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of such Indemnitor’s obligations under this Agreement or under any indemnification obligation (whether pursuant to any other Contractual Obligation, any Organizational Document or otherwise), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any Indemnitee, whether such claim, remedy or right arises in equity or under a Contractual Obligation, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right.

Additional Provisions Regarding Indemnification. Indemnifications Provided by the Owner Trustee in Favor of the Other Indemnified Persons.

Additional Provisions Regarding Indemnification. Notwithstanding any other provision of this Article VIII, the right to indemnification pursuant to this Article VIII is subject to the following limitations; provided, however, that the following limitations described in clause (a) below shall not apply to Losses arising out of or resulting from fraud: (a) in no event will any party to this Agreement be liable under this Agreement (for indemnification) to any other party or other Person for diminution in value, lost opportunities, punitive damages or any other indirect damages that are not the reasonably foreseeable consequence of the breach or inaccuracy giving rise to such claims for Losses, except, in each case, where such damages are received by a third party from an Indemnified Party in connection with Losses indemnified hereunder; (b) the amount of Loss for which any party to this Agreement or other Person may be entitled to seek indemnification under this Agreement will be reduced by the amount of any third-party insurance (and not self-insurance) proceeds or other payment from a third party that is actually received by such party or Person (or its Affiliates) with respect to such Loss (net of any out-of-pocket expenses incurred in obtaining such amounts, any co-payment, retrospective premium adjustment and increased premiums resulting from such Loss as reasonably determined by the Indemnifying Parties and Indemnified Parties (“Reduction Amounts”)); (c) if an Indemnified Party, after having received any indemnification payment pursuant to this Agreement with respect to a Loss, subsequently actually receives any third-party insurance proceeds or other payment from a third party for which it was actually indemnified pursuant to this Article VIII, such Indemnified Party will promptly refund and pay to the Indemnifying Party an amount equal to such insurance proceeds or payment (net of applicable Reduction Amounts); (d) the right to indemnification or other remedy based on the representations, warranties, covenants, agreements and indemnities contained herein will not be affected by any investigation conducted, or any knowledge acquired (or capable of being acquired) by the party seeking indemnification, at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement contained herein or any other matter; (e) no Indemnified Party shall be entitled to...

Additional Provisions Regarding Indemnification. 62 11.8. Indemnifications Provided by the Owner Trustee in Favor of the Other Indemnified Persons......................................62 SECTION 12. MISCELLANEOUS...................................................63 12.1. Survival of Agreements...........................................63 12.2. Notices..........................................................63 12.3. Counterparts.....................................................64

Additional Provisions Regarding Indemnification. Notwithstanding the provisions of Sections 11.1, 11.2 and 11.5 (other than with respect to matters concerning environmental indemnification referenced in Section 11.6), (a) the Owner Trustee shall be the only beneficiary of the provisions set forth in Sections 11.1, 11.2 and 11.5 (again, subject to the immediately preceding parenthetical phrase) with respect to each Property during the Construction Period for such Property and (b) such limited rights of indemnification referenced in Section 11.7(a) (to the extent relating to third-party claims) shall be limited to third-party claims caused by or resulting from the Indemnity Provider's acts or omissions and/or all other Persons acting by, through or under the Indemnity Provider. After the Construction Period for a Property, each Indemnified Person shall be a beneficiary of the provisions set forth in Sections 11.1, 11.2 and 11.5.

Additional Provisions Regarding Indemnification. Stockholder ----------------------------------------------- approves and agrees to be bound by all provisions of Section 2.2 and Article X of the Merger Agreement and the Escrow Agreement attached as Exhibit F to the --------- Merger Agreement. Without limiting the generality of the foregoing, Stockholder consents and agrees to the appointment of Stockholders' Agent pursuant to Article X of the Merger Agreement and to the indemnification obligations provided for in Section 10.9(b) of the Merger Agreement.

Additional Provisions Regarding Indemnification. Shareholder approves ----------------------------------------------- and consents

Additional Provisions Regarding Indemnification. 34 SECTION 12. MISCELLANEOUS................................................... 35 12.1

Additional Provisions Regarding Indemnification. 39 11.8. Indemnifications Provided by the Owner Trustee in Favor of the Other Indemnified Persons...........................40 SECTION 12. MISCELLANEOUS......................................................................................................40 12.1. Survival of Agreements.............................................................................................40 12.2. Notices............................................................................................................40 12.3. Counterparts.......................................................................................................42 12.4. Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters....................................................42 12.5. Headings, etc......................................................................................................43 12.6. Parties in Interest................................................................................................