Common use of INDEMNIFICATION AND ADVANCES FOR EXPENSES Clause in Contracts

INDEMNIFICATION AND ADVANCES FOR EXPENSES. To the maximum extent permitted by Maryland law in effect from time to time, the Corporation, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall indemnify (a) any Director or officer or any former Director or officer (including among the foregoing, for all purposes of this Article X and without limitation, any individual who, while a Director or officer and at the express request of the Corporation, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer or partner of such corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) who has been successful, on the merits or otherwise, in the defense of a proceeding to which he was made a party by reason of service in such capacity, against reasonable expenses incurred by him in connection with the 18 89 proceeding and (b) any Director or officer or any former Director or officer against any claim or liability to which he may become subject by reason of such status unless it is established that (i) his act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (ii) he actually received an improper personal benefit in money, property or services or (iii) in the case of a criminal proceeding, he had reasonable cause to believe that his act or omission was unlawful. In addition, the Corporation shall pay or reimburse, in advance of final disposition of a proceeding, reasonable expenses incurred by a Director or officer or former Director or officer made a party to a proceeding by reason of such status, provided that, in the case of a Director or officer, the Corporation shall have received (i) a written affirmation by the Director or officer of his good faith belief that he has met the applicable standard of conduct necessary for indemnification by the Corporation as authorized by these Bylaws and (ii) a written undertaking by or on the Director's or officer's behalf to repay the amount paid or reimbursed by the Corporation if it shall ultimately be determined that the applicable standard of conduct was not met. The Corporation may, with the approval of its Directors, provide such indemnification or payment or reimbursement of expenses to any Director or officer or any former Director or officer who served a predecessor of the Corporation and to any employee or agent of the Corporation or a predecessor of the Corporation. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of this Article with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. Any indemnification or payment or reimbursement of the expenses permitted by these Bylaws shall be furnished in accordance with the procedures provided for indemnification or payment or reimbursement of expenses, as the case may be, under Section 2-418 of the MGCL for directors of Maryland corporations. The Corporation may provide to Directors or officers such other and further indemnification or payment or reimbursement of expenses, as the case may be, to the fullest extent permitted by the MGCL, as in effect from time to time, for directors of Maryland corporations.

INDEMNIFICATION AND ADVANCES FOR EXPENSES. To the maximum extent permitted by Maryland law in effect from time to time, the Corporation, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall indemnify (a) any Director or officer or any former Director or officer (including among the foregoing, for all purposes of this Article X and without limitation, any individual who, while a Director or officer and at the express request of the Corporation, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer or partner of such corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) who has been successful, on the merits or otherwise, in the defense of a proceeding to which he was made a party by reason of service in such capacity, against reasonable expenses incurred by him in connection with the 18 89 proceeding and (b) any Director or officer or any former Director or officer against any claim or liability to which he may become subject by reason of such status unless it is established that (i) his act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (ii) he actually received an improper personal benefit in money, property or services or (iii) in the case of a criminal proceeding, he had reasonable cause to believe that his act or omission was unlawful. In addition, the Corporation shall pay or reimburse, in advance of final disposition of a proceeding, reasonable expenses incurred by a Director or officer or former Director or officer made a party to a proceeding by reason of such status, provided that, in the case of a Director or officer, the Corporation shall have received (i) a written affirmation by the Director or officer of his good faith belief that he has met the applicable standard of conduct necessary for indemnification by the Corporation as authorized by these Bylaws and (ii) a written undertaking by or on the Director's or officer's behalf to repay the amount paid or reimbursed by the Corporation if it shall ultimately be determined that the applicable standard of conduct was not met. The Corporation may, with the approval of its Directors, provide such indemnification or payment or reimbursement of expenses to any Director or officer or any former Director or officer who served 16 91 a predecessor of the Corporation and to any employee or agent of the Corporation or a predecessor of the Corporation. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of this Article with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. Any indemnification or payment or reimbursement of the expenses permitted by these Bylaws shall be furnished in accordance with the procedures provided for indemnification or payment or reimbursement of expenses, as the case may be, under Section 2-418 of the MGCL for directors of Maryland corporations. The Corporation may provide to Directors or officers such other and further indemnification or payment or reimbursement of expenses, as the case may be, to the fullest extent permitted by the MGCL, as in effect from time to time, for directors of Maryland corporations.

INDEMNIFICATION AND ADVANCES FOR EXPENSES. To the maximum extent permitted by Maryland law in effect from time to time, the CorporationTrust, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall indemnify (a) any Director Trustee, officer or officer shareholder or any former Director Trustee, officer or officer shareholder (including among the foregoing, for all purposes of this Article X XII and without limitation, any individual who, while a Director Trustee, officer or officer and shareholder at the express request of the CorporationTrust, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer officer, shareholder, partner or partner trustee of such corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) who has been successful, on the merits or otherwise, in the defense of a proceeding to which he was made a party by reason of service in such capacity, against reasonable expenses incurred by him in connection with the 18 89 proceeding and proceeding, (b) any Director Trustee or officer or any former Director Trustee or officer against any claim or liability to which he may become subject by reason of such status unless it is established that (i) his act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (ii) he actually received an improper personal benefit in money, property or services or (iii) in the case of a criminal proceeding, he had reasonable cause to believe that his act or omission was unlawfulunlawful and (c) each shareholder or former shareholder against any claim or liability to which he may become subject by reason of such status. In addition, the Corporation Trust shall pay or reimburse, in advance of final disposition of a proceeding, reasonable expenses incurred by a Director or Trustee, officer or shareholder or former Director Trustee, officer or officer shareholder made a party to a proceeding by reason of such status, provided that, in the case of a Director Trustee or officer, the Corporation Trust shall have received (i) a written affirmation by the Director Trustee or officer of his good faith belief that he has met the applicable standard of conduct necessary for indemnification by the Corporation Trust as authorized by these Bylaws and (ii) a written undertaking by or on the Director's or officer's his behalf to repay the amount paid or reimbursed by the Corporation Trust if it shall ultimately be determined that the applicable standard of conduct was not met. The Corporation Trust may, with the approval of its DirectorsTrustees, provide such indemnification or and payment or reimbursement of expenses to any Director or Trustee, officer or shareholder (and shall provide such indemnification and payment or reimbursement of expenses to any former Director director, Trustee, officer or officer who served shareholder of a predecessor of the Corporation Trust to the extent set forth in that certain Agreement and Plan of Combination between Equity Office Holdings, L.L.C. and Rockefeller Center Properties, Inc., dated as of September 11, 1995) and to any employee employee, fiduciary or agent of the Corporation Trust (and shall provide such indemnification and payment or reimbursement of expenses to any employee, fiduciary or agent of a predecessor of the CorporationTrust to the extent set forth in that certain Agreement and Plan of Combination between Equity Office Holdings, L.L.C. and Rockefeller Center Properties, Inc. dated as of September 11, 1995). Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Charter Declaration of Trust, as amended, or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of this Article with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. Any indemnification or payment or reimbursement of the expenses permitted by these Bylaws shall be furnished in accordance with the procedures provided for indemnification or payment or reimbursement of expenses, as the case may be, under Section 2-418 of the MGCL Maryland General Corporation Law (the "MGCL") for directors of Maryland corporations. The Corporation Trust may provide to Directors or Trustees, officers and shareholders such other and further indemnification or payment or reimbursement of expenses, as the case may be, expenses to the fullest extent permitted by the MGCL, as in effect from time to time, for directors of Maryland corporations.