Other Indemnification Agreements Clause Samples

Other Indemnification Agreements. (a) The Company hereby agrees that (i) the obligation of the Company under this Agreement to indemnify or advance expenses to any indemnitee for the matters covered thereby shall be the primary source of indemnification and advancement of such indemnitee in connection therewith and any obligation on the part of any indemnitee under any Other Indemnification Agreement to indemnify or advance expenses to such indemnitee shall be secondary to the Company’s obligation and shall be reduced by any amount that the indemnitee may collect as indemnification or advancement from the Company, (ii) the Company shall be required to advance the full amount of expenses incurred by such indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable Law and as required by the terms of this Agreement and any Other Indemnification Agreement, without regard to any rights an indemnitee may have against the Persons other than Subsidiaries of the Company (including the Partnership Group) which have agreed to indemnify or advance expenses to such indemnitee (“Indemnitee-Related Entities”), and (iii) the Company irrevocably waives, relinquishes and releases the Indemnitee-Related Entities from any and all claims against the Indemnitee-Related Entities for contribution, subrogation or any other recovery of any kind in respect thereof. In the event that any of the Indemnitee-Related Entities shall make any advancement or payment on behalf of an indemnitee with respect to any claim for which such indemnitee has sought indemnification from the Company, the Indemnitee-Related Entity making such payment shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitee against the Company, and such indemnitee shall execute all papers reasonably required and take all action reasonably necessary to secure such rights, including the execution of such documents as are necessary to enable the Indemnitee-Related Entities to bring suit to enforce such rights. The Company and each indemnitee agree that the Indemnitee-Related Entities are express third party beneficiaries of the terms of this Section 8.8(a), entitled to enforce this Section 8.8(a) as though each of the Indemnitee-Related Entities were a party to this Agreement. (b) Except as provided...

Other Indemnification Agreements. This Agreement shall not be deemed to amend or otherwise modify the provisions or application of any indemnification or similar agreement between (i) any broker or other employee of a Party, any of its Subsidiaries or either Company, and (ii) such Party, any of its Subsidiaries, or either Company. In addition, notwithstanding any provision in this Agreement to the contrary, nothing in this Agreement shall (A) require the Indemnitor to indemnify the brokers or other employees of the Indemnitor, any of its Subsidiaries, MUMSS or MSMS, or (B) be deemed to waive any right of the Indemnitor to receive reimbursement from such brokers or other employees for, among other things, Losses caused by their criminal conduct, willful misconduct or bad faith.

Other Indemnification Agreements. (a) This Agreement supersedes and replaces any prior indemnification agreement between the Corporation and Indemnitee which covers similar rights and obligations between Indemnitee and the Corporation; provided however that Indemnitee and the Corporation shall retain any and all rights and obligations under any such prior agreement which may have accrued or be applicable to any period prior to the date of this Agreement. (b) If Indemnitee has entered into, or in the future enters into, an indemnification agreement with Starwood Hotels & Resorts Trust, a Maryland real estate investment trust, similar to this Agreement, then if and to the extent that Indemnitee is entitled to indemnification against and/or advancement of any judgement(s), fine(s), penalty(ies), amount(s) paid in settlement, cost(s) and/or expense(s) both under this Agreement and such other indemnification agreement, Indemnitee shall be entitled to seek such indemnification and/or reimbursement under either or both said agreements, as Indemnitee may elect, but any and all such requests for indemnification and/or advancement or expenses shall be subject to the provisions of paragraph (b) of Section 5 of this Agreement.

Other Indemnification Agreements. The Corporation may purchase and maintain insurance or furnish similar protection or make other arrangements, including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of the Indemnitee against any liability asserted against him or her or incurred by or on behalf of him or her in such capacity as a director of the Corporation, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Agreement. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Corporation or of the Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Corporation and the Indemnitee shall not in any way limit or affect the rights and obligations of the Corporation or the other party or parties thereto under any such Indemnification Arrangement. All amounts payable by the Corporation pursuant to this Section 2 and Section 1 hereof are herein referred to as “Indemnified Amounts.” To the extent the Corporation is able to obtain directors and officers liability insurance of a reasonable premium (as determined by the Corporation in its sole discretion), the Corporation shall use reasonable efforts to cause the Indemnitee to be covered by such insurance.

Other Indemnification Agreements. To the extent that Developer in carrying out the Project has entered into other agreements containing Developer's indemnification obligations to County, those agreements shall apply in lieu of the provisions of Section 8.1 and 8.2 as to the matters covered by such other indemnification obligations. Such other agreements shall include, but are not limited to, Developer's indemnification obligations, if any, under the DDA and indemnification agreements required by the Development Approvals.