Common use of Indemnification for Prior Acts Clause in Contracts

Indemnification for Prior Acts. Parent and the Surviving Corporation will honor, and will not amend or modify for at least six years after the date of this Agreement, any obligations of the Company and its subsidiaries to indemnify current or former directors or officers of the Company or its subsidiaries (each an "Indemnified Party") with respect to matters which occur on or prior to the Effective Time. The Surviving Corporation will maintain in effect for not less than six years after Effective Time, with respect to occurrences prior to the Effective Time, the Company's policies of directors’ and officers' liability insurance which are in effect on the date of this Agreement and are listed on Schedule 10.1 (notwithstanding any provisions of those policies that they will terminate as a result of a merger), or provide substantially equivalent coverage and amounts containing terms no less favorable to such directors or officers, and from insurance carriers with at least comparable claims paying ability ratings, to the extent that insurance is available at an annual cost not exceeding 350% of the annual cost of the policies of directors and officers liability insurance that are in effect at the date of this Agreement (and, to the extent that insurance is not available at an annual cost not exceeding 350% of the annual cost of the policies that are in effect at the date of this Agreement, the Surviving Corporation will maintain in effect the maximum coverage that is available for that amount). In lieu of the foregoing, and notwithstanding anything in this Agreement to the contrary, prior to the Effective Time, the Company may purchase a “tail” insurance policy (which policy by its express terms shall survive the Merger) of at least the same coverage and amounts containing terms and conditions that are no less favorable to the directors and officers of the Company as the Company’s existing policy or policies, and from insurance carriers with at least comparable claims paying ability ratings, for the benefit of the current and former officers and directors of the Company with a claims period of six years from the Effective Time with respect to directors’ and officers’ liability insurance for claims arising from facts or events that occurred at or prior to the Effective Time. If the Surviving Corporation is acquired during the period of six years after the date of this Agreement, the Surviving Corporation will require in any agreement relating to its being acquired that the acquirer agree to maintain in effect the insurance required by this Section.

Indemnification for Prior Acts. (a) Parent and will cause the Surviving Corporation will to (i) honor, and will not to amend or modify for at least six years after modify, and to indemnify and hold harmless and advance costs and expenses pursuant to, and to the date of this Agreementsame extent as, any obligations of the Company and or its subsidiaries under any agreement or arrangement (including any provision of the Company’s Certificate of Incorporation or bylaws or the Certificate of Incorporation or bylaws and similar organizational documents of any of the Company’s subsidiaries) in effect on the date of this Agreement to indemnify persons who at the Effective Time are current or former directors directors, officers, agents or officers employees of the Company or its subsidiaries (each an "“Indemnified Party"”) with respect to matters which occur on at or prior to the Effective Time. The , and (ii) cause the Certificate of Incorporation and the bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation, indemnification and advances of expenses of Indemnified Parties for periods at or prior to the Effective Time than are set forth in the Certificate of Incorporation and the By-laws of the Company as of the date of this Agreement. Parent hereby guaranties the indemnification and expense advancement obligations of the Surviving Corporation and its subsidiaries under such agreements and arrangements. Parent will, or will cause the Surviving Corporation to, maintain in effect for not less than six years after the Effective Time, with respect to occurrences on or prior to the Effective Time, the Company's ’s policies of directors’ and officers' ’ liability insurance and fiduciary liability insurance (“D&O Insurance”) which are in effect on the date of this Agreement and are listed on Schedule 10.1 8.1 (notwithstanding any provisions of those policies that they will terminate as a result of a mergerthe Merger), or provide substantially equivalent coverage and amounts containing terms no less favorable to such directors or officerssimilar insurance, and from insurance carriers with at least comparable claims paying ability ratingswhich in each case will cover each person covered by the Company’s current D&O Insurance, to the extent that insurance is available at an annual cost not exceeding 350200% of the annual cost of the policies of directors and officers liability insurance D&O Insurance that are is in effect at the date of this Agreement (andAgreement, and to the extent that insurance is not available at an annual cost that will not exceeding 350% exceed such amount, Parent will, or will cause the Surviving Corporation to, maintain in effect for that period the maximum amount of such insurance coverage that can be obtained for such maximum annual cost. The insurance maintained by Parent or the annual cost Surviving Corporation pursuant to this Section 8.1 will provide and contain benefits, terms, conditions, retentions and levels of the policies coverage that are substantially equivalent to, and in effect at any event no less favorable to the insureds, than that provided in the Company’s existing D&O Insurance as of the date of this Agreement. (b) The provisions of this Section 8.1 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party and his or her heirs and representatives. The rights of each Indemnified Party hereunder will be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Company’s Certificate of Incorporation or bylaws, or similar organizational documents of the Company’s subsidiaries, the Surviving Corporation will maintain in effect Certificate of Incorporation or the maximum coverage that is available for that amount). In lieu bylaws of the foregoingSurviving Corporation, the DGCL or otherwise. From and notwithstanding anything in this Agreement to the contrary, prior to after the Effective Time, the Company provisions of this Section 8.1 may purchase a “tail” insurance policy not be terminated or amended in any manner adverse to any Indemnified Party without such Indemnified Party’s prior written consent. (which policy by its express terms shall survive c) In the Merger) of at least the same coverage and amounts containing terms and conditions event that are no less favorable to the directors and officers of the Company as the Company’s existing policy Parent or policies, and from insurance carriers with at least comparable claims paying ability ratings, for the benefit of the current and former officers and directors of the Company with a claims period of six years from the Effective Time with respect to directors’ and officers’ liability insurance for claims arising from facts or events that occurred at or prior to the Effective Time. If the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is acquired during not the period continuing or surviving corporation or entity of six years after the date such consolidation or merger, or (ii) transfers or conveys all or substantially all of this Agreementits properties and assets to any person, or if Parent dissolves the Surviving Corporation will require Corporation, then, and in any agreement relating each such case, Parent shall cause proper provision to its being acquired be made so that the acquirer agree to maintain successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations of Parent or the Surviving Corporation, as applicable, set forth in effect the insurance required by this SectionSection 8.1.

Indemnification for Prior Acts. Parent (a) The Sur- viving Corporation shall honor in accordance with their respec- tive terms and the Surviving Corporation will honormaintain in full force and effect without limi- tation as to time all indemnification, and will not amend contribution or modify for at least six years after the date of this Agreement, any obligations of the Company and its subsidiaries to indemnify current or former directors or officers of the Company or its subsidiaries (each an "Indemnified Party") similar rights with respect to matters which occur occurring on or prior to the Effective TimeTime existing in favor of those individuals who were directors, officers or employees of Greystone or any of its subsidiaries at any time at or prior to the Effective Time (collectively, the "Covered Parties") as provided in the cer- tificate of incorporation or by-laws of Greystone or the Surviving Corporation or any of its subsidiaries or in any of the indemnification agreements with Greystone or any of its subsid- iaries or otherwise listed on Exhibit 5.8-A(1). The Surviving Corporation will shall maintain in effect for not less than six years after Effective Time, with respect to occurrences prior to the Effective Time, the CompanyTime Greystone's policies of directors’ and officers' liability insurance which are in effect on the date of this Agreement and are listed on Schedule 10.1 (notwithstanding any provisions of those policies that they will terminate as a result of a merger), or provide substantially equivalent coverage and amounts containing terms no less favorable to such directors or officers, and from insurance carriers with at least comparable claims paying ability ratings, to the extent that insurance is available at an annual cost not exceeding 350% of the annual cost of the policies of directors direc- tors and officers liability insurance that are in effect at the date of this Agreement (and, to the extent that insurance is not available at an annual cost not exceeding 350% of the annual cost of the policies that are in effect at the date of this Agreement, the Surviving Corporation will maintain in effect the maximum coverage which are listed on Exhibit 5.8-A(2) (notwith- standing any provision of such policies that is available for that amount). In lieu such policies ter- minate as a result of the foregoing, and notwithstanding anything in this Agreement to the contrary, prior to the Effective Time, the Company may purchase a “tail” insurance policy (which policy by its express terms shall survive the Merger) of at least the same coverage and amounts containing terms and conditions that are no less favorable to the directors and officers of the Company as the Company’s existing policy or policies), and from insurance carriers with at least comparable claims paying ability ratings, for and after the benefit of Ef- fective Time shall continue to include as insureds thereunder on the terms thereof the current and former officers officers, directors and directors employees of Greystone or any of its subsidiaries who are covered by those policies at the Company with a claims period date of six years from the Effective Time this Agreement with respect to directors’ and officers’ liability insurance for claims arising from facts or events that occurred at all matters occurring on or prior to the Effective Time. If the Surviving Corporation is acquired during the For a period of six years after the date of this AgreementEffective Time, the Surviving Corporation will require in any agreement relating to its being acquired that not amend, alter or modify Article X of the acquirer agree to Surviving Corporation's certificate of incorporation. The Surviving Corporation will also maintain in effect for at least three years after the Effective Time, directors and of- ficers liability insurance required comparable to that maintained by Greystone as of the date hereof with respect to matters occur- ring after the Effective Time (notwithstanding any provision of such policies that such policies terminate as a result of the Merger). The Surviving Corporation will notify each Covered Person of each change in insurance coverage and each amendment to the Surviving Corporation's Certificate of Incorporation, whether or not permitted by this Section.Paragraph, which may affect (b) Without limiting clause (a), from and after the Effective Time, the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of Lennar or Greystone, or any of their respective subsidiar- ies, (when acting in such capacity) ("Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time relating to acts or omissions, or alleged acts or omissions, of the Indemnified Party in his or her capacity as a director or officer of Lennar or Greystone, or any of their respective subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law (and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Indemnified Party to whom expenses are advanced signs and delivers to the Surviving Corporation an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to (c) Any Indemnified Party wishing to claim in- demnification under subparagraph (b) of this Paragraph 5.8, upon learning of the claim, action, suit, proceeding or inves- tigation as to which indemnification is sought, shall promptly notify the Surviving Corporation thereof, but the failure to so notify shall not relieve the Surviving Corporation of any li- ability it may have to such Indemnified Party if such failure does not materially prejudice the Surviving Corporation. In the event of any such claim, action, suit, proceeding or inves- tigation (whether arising before or after the Effective Time), (i) the Surviving Corporation shall have the right to assume the defense thereof and the Surviving Corporation shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Surviving Corporation elects not to assume such defense or counsel for the Surviving Corporation or for an Indemnified Party advises in good faith that there are issues which raise conflicts of interest between the Surviving Corporation and the Indemnified Party, the Indemnified Party may retain separate counsel satisfactory to the Indemnified Party, and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received, provided that the Surviving Corporation will not be required to pay fees and expenses of more than one separate counsel for all the Indemnified Parties with respect to any matter or group of (d) If the Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corpo- ration shall assume all of the obligations set forth in this (e) The provisions of this Paragraph 5.8 are intended to be for the benefit of, and shall be enforceable by, each of the Covered Parties and the Indemnified Parties, their heirs and their representatives. 5.9 Amendments to the Spin Off Agreement and Part- nership Agreement. Without the prior written consent of Grey- stone, Lennar will not, and will cause LPC not to, modify, amend, supplement (by separate agreement or otherwise) or waive prior to the Effective Time any provision of the Spin Off