Common use of Officers’ and Directors’ Indemnification Clause in Contracts

Officers’ and Directors’ Indemnification. (a) In the event of any threatened or actual claim, action, suit, demand proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee, fiduciary or agent of Eagles or any of the Eagles Subsidiaries (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director, officer, employee, fiduciary or agent of Eagles or any of the Eagles Subsidiaries, or is or was serving at the request of Eagles or any of the Eagles Subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) the negotiation, execution or performance of this Agreement, any agreement or document contemplated hereby or delivered in connection herewith, or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising at or before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that from and after the Effective Time, the Surviving Corporation and the Company shall indemnify and hold harmless, as and to the fullest extent permitted by applicable law, each Indemnified Party against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, demand, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising at or before or after the Effective Time), (A) from and, after the Effective Time, the Surviving Corporation and the Company shall promptly pay expenses in advance of the final disposition of any such threatened or actual claim, action suit, demand, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable law, (B) the Indemnified Parties may retain counsel satisfactory to them, and the Company and the Surviving Corporation shall pay all fees and expenses of such counsel for the Indemnified Parties within thirty (30) days after statements therefor are received, and (C) from and after the Effective Time, the Company and the Surviving Corporation will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; provided, however, that neither the Surviving Corporation nor the Company shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and provided further that the Surviving Corporation and the Company shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification by such entities of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 6.6, upon learning of any such threatened or actual claim, action, suit, demand, proceeding or investigation, shall promptly notify the Surviving Corporation and the Company thereof; provided that the failure to so notify shall not affect the obligations of the Surviving Corporation and the Company except to the extent, if any, such failure to promptly notify materially prejudices such party. (b) The Company and MergerCo each agree that all rights to indemnification existing in favor of, and all limitations on the personal liability of, each Indemnified Party provided for in the respective charters or bylaws (or other applicable organizational documents) of Eagles and the Eagles Subsidiaries or otherwise in effect as of the date hereof shall survive the Merger and continue in full force and effect for a period of six (6) years from the Effective Time and, at the Effective Time, shall become the joint and several obligations of the Company, the Surviving Corporation and any applicable Company Subsidiary; provided, however, that all rights to indemnification in respect of any claims (each, a “Claim”) asserted or made within such period shall continue until the final disposition of such Claim. From and after the Effective Time, the Company and MergerCo each also agree to jointly and severally indemnify and hold harmless the present and former officers and directors of Eagles and the Eagles Subsidiaries in respect of acts or omissions occurring prior to the Effective Time to the extent provided in any written indemnification agreements between Eagles and/or one or more Eagles Subsidiaries and such officers and directors as listed in Section 6.6(b) of the Eagles Disclosure Schedule. (c) Prior to the Effective Time, the Company shall purchase a non-cancelable extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Eagles directors and officers, which shall provide such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by Eagles. The Company shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor all obligations thereunder. (d) Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of each such affected indemnitee. This Section 6.6 is intended for the irrevocable benefit of, and to grant third party beneficiary rights to, the Indemnified Parties and their respective heirs and shall be binding on all successors of the Company and the Surviving Corporation. Each of the Indemnified Parties and their respective heirs shall be entitled to enforce the provisions of this Section 6.6. (e) In the event that, following the Effective Time, the Company or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any Person, or (iii) commences a dissolution, liquidation, assignment for the benefit of creditors or similar action, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company or the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.6.

Officers’ and Directors’ Indemnification. (a) In the event of any threatened or actual claim, action, suit, demand proceeding or investigationAction, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation Action in which any person who is nowat the date hereof, or has been at any time prior to the date hereof, or who becomes prior to during the period from the date hereof through the date of the Company Merger Effective Time, a manager, director, officer, trustee, employee, fiduciary or agent of Eagles the Company or any of the Eagles Company Subsidiaries (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) and acting in such capacity is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director, officer, employee, fiduciary or agent of Eagles the Company or any of the Eagles Company Subsidiaries, or is or was serving at the request of Eagles the Company or any of the Eagles Company Subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) the negotiation, execution or performance of this Agreement, any agreement or document contemplated hereby or delivered in connection herewith, or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising at or before or after the Company Merger Effective Time, the parties hereto agree Parties agree, to the fullest extent authorized or permitted by applicable Law, as now or hereinafter in effect, to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that from the Company shall indemnify and hold harmless, and after the Company Merger Effective Time, the Surviving Corporation and the Company Parent shall indemnify and hold harmless, as and to the fullest extent permitted by applicable lawLaw, each Indemnified Party against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, demand, proceeding or investigationAction, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation Action (whether asserted or arising at or before or after the Company Merger Effective Time), (A) from the Company and, after the Company Merger Effective Time, the Surviving Corporation and the Company Parent shall promptly pay expenses in advance of the final disposition of any such threatened or actual claim, action suit, demand, proceeding or investigation Action to each Indemnified Party to the fullest extent permitted by applicable lawLaw, (B) the Indemnified Parties may retain counsel satisfactory to them, and the Company Company, Parent and the Surviving Corporation shall pay all fees and expenses of such counsel for the Indemnified Parties within thirty (30) days after statements therefor are received, and (C) from and the Company and, after the Company Merger Effective Time, the Company Parent and the Surviving Corporation will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; provided, however, that neither none of the Company, the Surviving Corporation nor the Company or Parent shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and provided further that the Company, the Surviving Corporation and the Company Parent shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification by such entities of such Indemnified Party in the manner contemplated hereby is prohibited by applicable lawLaw. Any Indemnified Party wishing to claim indemnification under this Section 6.67.5(a), upon learning of any such threatened or actual claim, action, suit, demand, proceeding or investigationAction, shall promptly notify the Company and, after the Company Merger Effective Time, the Surviving Corporation and the Company Parent thereof; provided that the failure to so notify shall not affect the obligations of the Company, the Surviving Corporation and the Company Parent except to the extent, if any, such failure to promptly notify materially prejudices such party. (b) The Company and MergerCo each agree Each of the Buyer Parties agrees that all rights to indemnification existing in favor of, and all limitations on the personal liability of, each Indemnified Party provided for in the respective charters or bylaws (or other applicable organizational documents) of Eagles the Company and the Eagles Company Subsidiaries or otherwise in effect as of the date hereof shall survive the Merger Mergers and continue in full force and effect for a period of six (6) years from the Company Merger Effective Time and, at the Company Merger Effective Time, shall become the joint and several obligations of the CompanyParent, the Surviving Corporation and any applicable Company Subsidiary; provided, however, that all rights to indemnification in respect of any claims (each, a “Claim”) asserted or made within such period shall continue until the final disposition of such Claim. From and after the Company Merger Effective Time, each of the Company and MergerCo each Buyer Parties also agree agrees to jointly and severally indemnify and hold harmless the present and former officers and directors of Eagles the Company and the Eagles Company Subsidiaries in respect of acts or omissions occurring prior to the Company Merger Effective Time to the extent provided in any written indemnification agreements between Eagles the Company and/or one or more Eagles Company Subsidiaries and such officers and directors as listed in Section 6.6(b7.5(b) of the Eagles Company Disclosure Schedule. (c) Prior to the Company Merger Effective Time, Parent shall direct the Company shall Surviving REIT Entity to purchase a non-cancelable extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Eagles Company’s directors and officersofficers in the same form as presently maintained by the Company, which shall provide such directors and officers with coverage for six (6) years following the Company Merger Effective Time of not less than the existing coverage under, and have other terms not less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by Eagles. The the Company shallas of the date hereof (or if insurance coverage that is no less favorable is unavailable, and the best available coverage); provided, that the Surviving REIT Entity shall not be required to pay an annual premium therefor in excess of 250% of the last annual premium paid prior to the date of this Agreement (such 250% amount, the “Maximum Premium”); provided further, that if the annual premiums for such insurance exceeds the Maximum Premium, Parent shall cause the Surviving Corporation to, REIT Entity to maintain the most favorable policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Maximum Premium. Parent shall cause the Surviving REIT Entity to maintain such policies in full force and effect, and continue to honor all obligations thereunder. (d) Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 6.6 7.5 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 7.5 applies without the consent of each such affected indemnitee. This Section 6.6 7.5 is intended for the irrevocable benefit of, and to grant third party beneficiary rights to, the Indemnified Parties and their respective heirs and shall be binding on all successors of the Company Parent and the Surviving CorporationREIT Entity. Each of the Indemnified Parties and their respective heirs shall be entitled to enforce the provisions of this Section 6.67.5. (e) In the event that, following the Company Merger Effective Time, the Company Surviving REIT Entity or the Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation Surviving REIT Entity or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any Person, Person or (iii) commences a dissolution, liquidation, assignment for the benefit of creditors or similar action, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company or the Surviving CorporationREIT Entity, as the case may be, assume the obligations set forth in this Section 6.67.5(e).

Officers’ and Directors’ Indemnification. (a) In For a period of six (6) years following the event Effective Time, Buyer shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless, and provide advancement of any threatened or actual claimexpenses to, action, suit, demand proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any each person who is nownot, or has been at any time prior to the date hereof, hereof or who becomes prior to the Effective Time, a director, officer, employee, fiduciary Director or agent Officer of Eagles Seller or any of the Eagles Subsidiaries Seller Subsidiary (each, an “Indemnified Party” and collectively, the “Indemnified Parties”"INDEMNIFIED PARTY") is, against all costs or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director, officer, employee, fiduciary or agent of Eagles or any of the Eagles Subsidiaries, or is or was serving at the request of Eagles or any of the Eagles Subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) the negotiation, execution or performance of this Agreement, any agreement or document contemplated hereby or delivered in connection herewith, or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising at or before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that from and after the Effective Time, the Surviving Corporation and the Company shall indemnify and hold harmless, as and to the fullest extent permitted by applicable law, each Indemnified Party against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses' fees), judgments, fines and amounts paid in settlement fines, losses, claims, damages or liabilities (collectively, "COSTS") incurred in connection with any such threatened or actual claim, action, suit, demand, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions occurring on or prior to the Effective Time (including, without limitation, matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), whether asserted or arising claimed prior to, at or before or after the Effective Time), (A) from and, after ; provided that any determination required to be made with respect to whether an Indemnified Party's conduct complies with the Effective Time, the Surviving Corporation and the Company shall promptly pay expenses in advance of the final disposition of any such threatened or actual claim, action suit, demand, proceeding or investigation to each Indemnified Party to the fullest extent permitted by standards set forth under applicable law, (B) the Indemnified Parties may retain counsel satisfactory to them, and the Company and the Surviving Corporation shall pay all fees and expenses of such counsel law for the Indemnified Parties within thirty (30) days after statements therefor are received, and (C) from and after the Effective Time, the Company and the Surviving Corporation will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; provided, however, that neither the Surviving Corporation nor the Company indemnification shall be liable for any settlement effected without its prior written consent (made by the court in which consent shall not be unreasonably withheld, conditioned or delayed); and provided further that the Surviving Corporation and the Company shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification by such entities of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 6.6, upon learning of any such threatened or actual claim, action, suit, demand, suit or proceeding was brought or investigation, shall promptly notify the Surviving Corporation and the Company thereof; provided that the failure to so notify by independent counsel (which shall not affect the obligations of the Surviving Corporation be counsel that provides material services to Buyer) selected by Buyer and the Company except reasonably acceptable to the extent, if any, such failure to promptly notify materially prejudices such partyIndemnified Party. (b) The Company and MergerCo each agree that all rights to indemnification existing in favor ofIf Buyer, and all limitations on the personal liability of, each Indemnified Party provided for in the respective charters or bylaws (or other applicable organizational documents) of Eagles and the Eagles Subsidiaries or otherwise in effect as of the date hereof shall survive the Merger and continue in full force and effect for a period of six (6) years from the Effective Time and, at the Effective Time, shall become the joint and several obligations of the Company, the Surviving Corporation and any applicable Company Subsidiary; provided, however, that all rights to indemnification in respect of any claims (each, a “Claim”) asserted or made within such period shall continue until the final disposition of such Claim. From and after the Effective Time, the Company and MergerCo each also agree to jointly and severally indemnify and hold harmless the present and former officers and directors of Eagles and the Eagles Subsidiaries in respect of acts or omissions occurring prior to the Effective Time to the extent provided in any written indemnification agreements between Eagles and/or one or more Eagles Subsidiaries and such officers and directors as listed in Section 6.6(b) of the Eagles Disclosure Schedule. (c) Prior to the Effective Time, the Company shall purchase a non-cancelable extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Eagles directors and officers, which shall provide such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by Eagles. The Company shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor all obligations thereunder. (d) Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of each such affected indemnitee. This Section 6.6 is intended for the irrevocable benefit of, and to grant third party beneficiary rights to, the Indemnified Parties and their respective heirs and shall be binding on all successors of the Company and the Surviving Corporation. Each of the Indemnified Parties and their respective heirs shall be entitled to enforce the provisions of this Section 6.6. (e) In the event that, following the Effective Time, the Company or the Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any Person, person or (iii) commences transfers, by means of a dissolutiondistribution, liquidationsale, assignment for or other transaction, all of the benefit stock of creditors the Surviving Corporation or similar actionall or substantially all of its assets, to any person, then, and in each such case, to the extent necessary, Buyer shall cause proper provision shall to be made so that the successors successor and assigns assign of the Company Buyer or the Surviving Corporation, as the case may be, assume Corporation assumes the obligations set forth in this Section 6.6and in such event all references to the Surviving Corporation in this Section shall be deemed a reference to such successor and assign. (c) For a period of six (6) years from the Effective Time, Buyer shall provide that portion of directors' and officers' liability insurance that serves to reimburse the present and former Officers and Directors of Seller and the Seller Subsidiaries (determined as of the Effective Time) (as opposed to Seller) with respect to claims against such Officers and Directors arising from facts or events which occurred before the Effective Time, on terms no less favorable than those in effect on the date hereof; provided, however, that Buyer may substitute therefor policies providing at least comparable coverage containing terms and conditions no less favorable than those in effect on the date hereof; provided, however that in no event shall Buyer be required to expend more than 250% of the current amount expended by Seller (the "INSURANCE AMOUNT") to maintain or procure such directors' and officers' liability insurance coverage; provided, further that if Buyer is unable to maintain or obtain the insurance called for by this Section 6.06(c), Buyer shall obtain as much comparable insurance as, in the good faith judgment of the Surviving Corporation's board, is available for the Insurance Amount. (d) Any Indemnified Party wishing to claim indemnification under Section 6.06(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Buyer thereof; provided that the failure so to notify shall not affect the obligations of Buyer under Section 6.06(a) unless and to the extent that Buyer is actually and materially prejudiced as a result of such failure. (e) The provisions of this Section 6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives. The Surviving Corporation shall pay (as incurred) all expenses, including reasonable expenses of counsel, that an Indemnified Party may incur in enforcing the indemnity and other obligations provided for in this Section 6.06.

Officers’ and Directors’ Indemnification. (a) In For a period of six (6) years following the event Effective Time, Buyer shall, to the fullest extent permitted by applicable law and the Code of any threatened or actual claimRegulations of Seller, actionindemnify, suitdefend and hold harmless, demand proceeding or investigationand provide advancement of expenses to, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any each person who is now, or has been at any time prior to the date hereof, hereof or who becomes prior to the Effective Time, a director, officer, employee, fiduciary Director or agent Officer of Eagles Seller or any of the Eagles Subsidiaries Seller Subsidiary (each, an “"Indemnified Party” and collectively, the “Indemnified Parties”") is, against all costs or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director, officer, employee, fiduciary or agent of Eagles or any of the Eagles Subsidiaries, or is or was serving at the request of Eagles or any of the Eagles Subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) the negotiation, execution or performance of this Agreement, any agreement or document contemplated hereby or delivered in connection herewith, or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising at or before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that from and after the Effective Time, the Surviving Corporation and the Company shall indemnify and hold harmless, as and to the fullest extent permitted by applicable law, each Indemnified Party against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expensesfees), judgments, fines and amounts paid in settlement fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any such threatened or actual claim, action, suit, demand, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation investigation, whether civil, criminal, adminis-trative or investigative, arising out of actions or omissions occurring on or prior to the Effective Time (including, without limitation, matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), whether asserted or arising claimed prior to, at or before or after the Effective Time), (A) from and, after ; provided that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the Effective Time, the Surviving Corporation and the Company shall promptly pay expenses in advance of the final disposition of any such threatened or actual claim, action suit, demand, proceeding or investigation to each Indemnified Party to the fullest extent permitted by standards set forth under applicable law, (B) the Indemnified Parties may retain counsel satisfactory to them, and the Company and the Surviving Corporation shall pay all fees and expenses of such counsel law for the Indemnified Parties within thirty (30) days after statements therefor are received, and (C) from and after the Effective Time, the Company and the Surviving Corporation will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; provided, however, that neither the Surviving Corporation nor the Company indemnification shall be liable for any settlement effected without its prior written consent (made by the court in which consent shall not be unreasonably withheld, conditioned or delayed); and provided further that the Surviving Corporation and the Company shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification by such entities of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 6.6, upon learning of any such threatened or actual claim, action, suit, demand, suit or proceeding was brought or investigation, shall promptly notify the Surviving Corporation and the Company thereof; provided that the failure to so notify by independent counsel (which shall not affect the obligations of the Surviving Corporation be counsel that provides material services to Buyer) selected by Buyer and the Company except reasonably acceptable to the extent, if any, such failure to promptly notify materially prejudices such partyIndemnified Party. (b) The Company and MergerCo each agree that all rights to indemnification existing in favor ofIf Buyer, and all limitations on the personal liability of, each Indemnified Party provided for in the respective charters or bylaws (or other applicable organizational documents) of Eagles and the Eagles Subsidiaries or otherwise in effect as of the date hereof shall survive the Merger and continue in full force and effect for a period of six (6) years from the Effective Time and, at the Effective Time, shall become the joint and several obligations of the Company, the Surviving Corporation and any applicable Company Subsidiary; provided, however, that all rights to indemnification in respect of any claims (each, a “Claim”) asserted or made within such period shall continue until the final disposition of such Claim. From and after the Effective Time, the Company and MergerCo each also agree to jointly and severally indemnify and hold harmless the present and former officers and directors of Eagles and the Eagles Subsidiaries in respect of acts or omissions occurring prior to the Effective Time to the extent provided in any written indemnification agreements between Eagles and/or one or more Eagles Subsidiaries and such officers and directors as listed in Section 6.6(b) of the Eagles Disclosure Schedule. (c) Prior to the Effective Time, the Company shall purchase a non-cancelable extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Eagles directors and officers, which shall provide such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by Eagles. The Company shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor all obligations thereunder. (d) Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 applies without the consent of each such affected indemnitee. This Section 6.6 is intended for the irrevocable benefit of, and to grant third party beneficiary rights to, the Indemnified Parties and their respective heirs and shall be binding on all successors of the Company and the Surviving Corporation. Each of the Indemnified Parties and their respective heirs shall be entitled to enforce the provisions of this Section 6.6. (e) In the event that, following the Effective Time, the Company or the Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any Person, person or (iii) commences transfers, by means of a dissolutiondistribution, liquidationsale, assignment for or other transaction, all of the benefit stock of creditors the Surviving Corporation or similar actionall or substantially all of its assets, to any person, then, and in each such case, to the extent necessary, Buyer shall cause proper provision shall to be made so that the successors successor and assigns assign of the Company Buyer or the Surviving Corporation, as the case may be, assume Corporation assumes the obligations set forth in this Section 6.6and in such event all references to the the Surviving Corporation in this Section shall be deemed a reference to such successor and assign. (c) For a period of six (6) years from the Effective Time, Buyer shall provide that portion of directors’ and officers’ liability insurance that serves to reimburse the present and former Officers and Directors of Seller and the Seller Subsidiaries (determined as of the Effective Time) (as opposed to Seller) with respect to claims against such Officers and Directors arising from facts or events which occurred before the Effective Time, on terms no less favorable than those in effect on the date hereof; provided, however, that Buyer may substitute therefor policies providing at least comparable coverage containing terms and conditions no less favorable than those in effect on the date hereof; provided, however that in no event shall Buyer be required to expend more than 250% of the current amount expended by Seller (the "Insurance Amount") to maintain or procure such directors’ and officers’ liability insurance coverage; provided, further that if Buyer is unable to maintain or obtain the insurance called for by this Section 6.06(c), Buyer shall obtain as much comparable insurance as, in the good faith judgment of the Surviving Corporation’s board, is available for the Insurance Amount. (d) Any Indemnified Party wishing to claim indemnification under Section 6.06(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Buyer thereof; provided that the failure so to notify shall not affect the obligations of Buyer under Section 6.06(a) unless and to the extent that Buyer is actually and materially prejudiced as a result of such failure. (e) The provisions of this Section 6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives. The Surviving Corporation shall pay (as incurred) all expenses, including reasonable expenses of counsel, that an Indemnified Party may incur in enforcing the indemnity and other obligations provided for in this Section 6.06.

Officers’ and Directors’ Indemnification. (a) In the event of any threatened or actual claim, action, suit, demand demand, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, demand, proceeding or investigation in which any person Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective TimeClosing Date, a director, officer, employee, trustee, fiduciary or agent of Eagles the Company or any of the Eagles Company's Subsidiaries (each, an “"Indemnified Party” " and collectively, the “"Indemnified Parties”") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a an officer, director, officertrustee, employee, fiduciary or agent of Eagles the Company or any of the Eagles Company's Subsidiaries, or is or was serving at the request of Eagles or any of the Eagles Subsidiaries Company as a an, officer, director, officertrustee, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) the negotiation, execution or performance of this Agreement, any agreement or document contemplated hereby or delivered in connection herewith, or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising at or before or after the Effective TimeClosing Date, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that from the Company shall indemnify and hold harmless, and after the Effective TimeClosing Date, the Surviving Corporation and the Company REIT shall indemnify and hold harmless, as and to the fullest extent permitted by applicable lawLaw, each Indemnified Party against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ ' fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, demand, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, demand, proceeding or investigation (whether asserted or arising at or before or after the Effective TimeClosing Date), (A) from the Company and, after the Effective TimeClosing Date, the Surviving Corporation and the Company REIT shall promptly pay expenses in advance of the final disposition of any such threatened or actual claim, action action, suit, demand, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable lawLaw, (B) the Indemnified Parties may retain a single counsel satisfactory to them, and the Company and the Surviving Corporation REIT shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties within thirty (30) days after statements therefor are received, and (C) from and the Company and, after the Effective TimeClosing Date, the Company and the Surviving Corporation REIT will use their respective its reasonable best efforts to assist in the vigorous defense of any such matter; provided, however, that neither the Surviving Corporation Company nor the Company Surviving REIT shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and provided further that the Surviving Corporation Company and the Company Surviving REIT shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification by such entities of such Indemnified Party in the manner contemplated hereby is prohibited by applicable lawLaw. Any Indemnified Party wishing to claim indemnification under this Section 6.66.5, upon learning of any such threatened or actual claim, action, suit, demand, proceeding or investigation, shall promptly notify the Company and, after the Closing Date, the Surviving Corporation and the Company REIT thereof; provided that the failure to so notify shall not affect the obligations of the Surviving Corporation Company and the Company Surviving REIT except to the extent, if any, such failure to promptly notify materially prejudices such party. (b) The Company Parent, Merger Sub and MergerCo Merger Partnership each agree that all rights to indemnification existing in favor of, and all limitations on the personal liability of, each Indemnified Party provided for in the respective charters or bylaws (or other applicable organizational documents) of Eagles and the Eagles Company or any of the Company's Subsidiaries or otherwise in effect as of the date hereof shall survive the Merger Mergers and continue in full force and effect for a period of six (6) years from the Effective Time Closing Date and, at the Effective TimeClosing Date, shall become the joint and several obligations obligation of the Company, the Surviving Corporation and any applicable Company SubsidiaryREIT; provided, however, that all rights to indemnification in respect of any claims (each, a “"Claim”") asserted or made within such period shall continue until the final disposition of such Claim. From and after the Effective TimeClosing Date, the Company and MergerCo each Surviving REIT also agree agrees to jointly and severally indemnify and hold harmless the present and former officers and directors trustees of Eagles and the Eagles Subsidiaries Company in respect of acts or omissions occurring prior to the Effective Time Closing Date to the extent provided in any written indemnification agreements between Eagles the Company and/or one or more Eagles of the Company's Subsidiaries and such the officers and directors as trustees listed in Section 6.6(b6.5(b) of the Eagles Company Disclosure Schedule. (c) Prior to the Effective TimeClosing Date, the Company shall purchase a non-cancelable extended reporting period endorsement under the Company’s 's existing directors’ ' and officers’ ' liability insurance coverage for the Eagles directors Company's directors, officers and officerstrustees in the same form as presently maintained by the Company, with the same or comparably rated insurers as the Company's current insurer, which shall provide such directors directors, officers and officers trustees with coverage for six (6) years following the Effective Time Closing Date of not less than the existing coverage under, and have other terms not less favorable to, the insured persons than the directors’ ' and officers’ ' liability insurance coverage presently maintained by Eaglesthe Company. The Company Parent shall, and shall cause the Surviving Corporation REIT to, maintain such policies in full force and effect, and continue to honor all obligations thereunder. (d) Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 6.6 6.5 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.6 6.5 applies without the consent of each such affected indemnitee. This Section 6.6 is intended for the irrevocable benefit of, and to grant third party beneficiary rights to, the Indemnified Parties and their respective heirs and shall be binding on all successors of the Company and the Surviving Corporation. Each of the Indemnified Parties and their respective heirs shall be entitled to enforce the provisions of this Section 6.6. (e) In the event that, following the Effective Time, the Company or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any Person, or (iii) commences a dissolution, liquidation, assignment for the benefit of creditors or similar action, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company or the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.6.This