Indemnification of Other Parties. Subject to the Lender’s requirement to first exercise its rights against the Property as provided in Paragraph 1 hereof, if, for any reason, Parkway Properties, Inc., the general partner of the Operating Partnership (“General Partner”) or any other partner or member of the Operating Partnership or the Borrower or any affiliate thereof (each, an “Indemnified Party”) is required by Lender to make any payment to the Lender or any contribution to the Borrower with respect to the portion of the Loan for which a payment pursuant to this Agreement is required (collectively, an “Indemnified Party Outlay”), each Principal shall absolutely and unconditionally reimburse the Indemnified Party for the lesser of (i) such Principal’s Allocable Share of the full amount of such Indemnified Party Outlay or (ii) the maximum amount such Principal would have been obligated to contribute under Paragraph 1 hereof had such payment not been made by the Indemnified Party. Each Principal shall reimburse the Indemnified Party as required by this Paragraph 10 within 60 days after receiving written notice of a Indemnified Party Outlay from the Indemnified Party. Any payments to an Indemnified Party hereunder shall for all purposes hereunder be treated as capital contributions by each Principal to the Operating Partnership in accordance with the provisions of Paragraph 1 above.
Appears in 3 contracts
Samples: Debt Guaranty Agreement (Parkway, Inc.), Contribution Agreement (Parkway, Inc.), Replacement Contribution Agreement (Parkway, Inc.)
Indemnification of Other Parties. Subject to the Lender’s requirement to first exercise its rights against the Property assets of the Operating Partnership as provided in Paragraph 1 hereof, if, for any reason, Parkway Properties, Inc.the General Partner, the general Operating Partnership, any other partner of the Operating Partnership (“General Partner”) or any other partner or member of the Operating Partnership or the Borrower or any affiliate thereof (each, an “Indemnified Party”) is required by the Lender to make any payment to the Lender or any contribution to the Borrower Operating Partnership with respect to the portion of the Loan for which a payment pursuant Contribution is required, or the Lender’s ability to this Agreement make a claim against any Principal is required reduced solely as a result of the Lender’s concurrent status as an Indemnified Party (collectively, an “Indemnified Party Outlay”), each Principal shall absolutely and unconditionally reimburse the Indemnified Party for for, or pay to the Lender (as applicable), the lesser of (i) such Principal’s Allocable Share of the full amount of such Indemnified Party Outlay or (ii) the maximum Contribution amount such Principal would have been obligated to contribute under Paragraph 1 hereof had such payment not been made by the Indemnified PartyParty or had such reduction not occurred. Each Principal shall reimburse the Indemnified Party Party, or make a payment to the Lender, as required by this Paragraph 10 4 within 60 days after receiving written notice of a Indemnified Party Outlay from the Indemnified Party, the Lender or the Operating Partnership. Any payments to an Indemnified Party or the Lender hereunder shall for all purposes hereunder be treated as capital contributions by each Principal to the Operating Partnership in accordance with the provisions of Paragraph 1 above.
Appears in 1 contract
Samples: Debt Guarantee Agreement (Hudson Pacific Properties, Inc.)
Indemnification of Other Parties. Subject to the Lender’s requirement to first exercise its rights against limitations in the Property as provided in Paragraph 1 hereofContribution Agreements, if, for any reason, Parkway Properties, Inc., the general partner of the Operating Partnership (“General Partner”) or any other partner or member of the Operating Partnership or the Borrower MTP-Philadelphia or any affiliate thereof (each, an “Indemnified Party”) is required by Lender MTP-Philadelphia or any other Person to make any payment contribution to the Lender Operating Partnership or any contribution to the Borrower with respect to the portion of the any Loan for which a payment contribution to MTP-Philadelphia pursuant to this Agreement is required (collectively, an “Indemnified Party Outlay”), each Principal shall absolutely and unconditionally reimburse the Indemnified Party for the lesser of (i) such Principal’s Allocable Share of the full amount of such Indemnified Party Outlay Outlay, or (ii) the maximum amount such Principal would have been obligated to contribute under Paragraph 1 hereof had such payment not been made by the Indemnified Party. Each Principal shall reimburse the Indemnified Party as required by this Paragraph 10 within 60 days after receiving written notice of a Indemnified Party Outlay from the Indemnified Party. Any payments to an Indemnified Party hereunder shall for all purposes hereunder be treated as capital contributions by each Principal to the Operating Partnership MTP-Philadelphia in accordance with the provisions of Paragraph 1 above.
Appears in 1 contract
Samples: Contribution Agreement (Thomas Properties Group Inc)