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. 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:
Additional Provisions Regarding Indemnification. (a) Each Holder and each other person indemnified pursuant to Section 7 above shall, in the event that it receives notice of the commencement of any action against it which is based upon an alleged act or omission which, if proven, would result in the Company's having to indemnify it pursuant to Section 7 above, promptly notify the Company, in writing, of the commencement of such action and permit the Company, if the Company so notifies such Holder within thirty (30) days after receipt by the Company of notice of the commencement of the action, to participate in and to assume the defense of such action with counsel reasonably satisfactory to such Holder; provided, however, that such Holder or other indemnified person shall be entitled to retain its own counsel at its own expense. The omission to notify the Company promptly of the commencement of any such action shall not relieve the Company of any liability to indemnify such Holder or such other indemnified person, as the case may be, under Section 7 above, except to the extent that the Company shall suffer any loss by reason of such failure to give notice, and shall not relieve the Company of any other liabilities which it may have under this or any other agreement.
Additional Provisions Regarding Indemnification. 11.8. Indemnifications Provided by the Owner Trustee in Favor of the Other Indemnified Persons.
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. 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. 80 11.8. Indemnifications Provided by the Owner Trustee in Favor of the Other Indemnified Persons.......................................81 11.9. Limits on Indemnification; Subrogation..........................82 SECTION 12. MISCELLANEOUS..................................................82 12.1. Survival of Agreements..........................................82 12.2. Notices.........................................................82
Additional Provisions Regarding Indemnification. (a) Notwithstanding any other provision of this Article X, the right to indemnification pursuant to this Article X is subject to the following limitations; provided, however, that the following limitations described in (i), (ii), (iii) and (iv) below shall not apply to Losses arising out of fraud, knowing misrepresentation or willful or criminal misconduct:
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
