Exhibit 10.24
INDEMNIFICATION AGREEMENT
This Agreement is made as of June ___, 1997 by and among Xxxxxxxx X.
Xxxxxxxxx of New York, New York ("Xxxxxxxxx"), Xxxxxx X. Xxxxx of Xxxxxx,
Massachusetts ("Linde") and Boston Properties Limited Partnership, a Delaware
limited partnership ("BPLP").
WHEREAS, Xxxxxxxxx and Xxxxx and their affiliates intend to cause an
initial public offering (the "Offering") of the common stock of Boston
Properties, Inc. ("Boston Properties"), the sole general partner of BPLP, and
thereafter to conduct its business as a publicly traded real estate investment
trust employing the so-called "UPREIT" structure through BPLP as the operating
partnership (the "Business");
WHEREAS, in connection with the Offering, Xxxxxxxxx and Linde intend to
transfer or cause to be transferred to BPLP certain real property interests (the
"Properties") currently owned or held by Xxxxxxxxx, Xxxxx or certain of their
affiliates, as described in the Registration Statement on Form S-11 (No. 333-
25279) filed with the Securities and Exchange Commission relating to the
Offering (the "Registration Statement");
WHEREAS, in connection with the Offering, Xxxxxxxxx and Linde also intend
to transfer or cause to be transferred to BPLP various assets, rights and
interests, including without limitation, obligations and benefits under various
contracts and other agreements, all of which relate to the Properties or the
Business; and
WHEREAS, the parties hereto desire that, following the consummation of the
Offering (the "IPO Closing Date"), Xxxxxxxxx and Xxxxx shall no longer be
responsible for any liabilities or obligations arising out of or resulting from
events or occurrences relating to the Properties or the Business that accrue or
occur (a) after the IPO Closing Date or (b) prior to the IPO Closing Date but
which occurred in the ordinary course of the Business or the operation of the
Properties.
NOW, THEREFORE, in consideration of and in order to fulfill the foregoing,
the parties hereby agree as follows:
1. Indemnification. From and after the IPO Closing Date, BPLP shall
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indemnify and hold harmless Xxxxxxxxx and Linde from and against any and all
claims, losses, obligations, liabilities, damages, penalties, fines, costs and
expenses of any kind or nature whatsoever (including but not limited to interest
which may be imposed in connection therewith) and reasonable fees and
disbursements of counsel and other experts incurred in connection with any of
the foregoing, or in connection with enforcing any rights to
indemnification under this Agreement with respect to any of the foregoing
(collectively, "Losses," but which term shall specifically not include the
incurrence of personal federal and state income taxes or the loss of any
deduction against taxable income) which may be sustained or suffered by
Xxxxxxxxx or Xxxxx arising out of or resulting from (x) the ownership of any of
the Properties after the IPO Closing Date, (y) the failure of BPLP after the IPO
Closing Date to perform any obligation required to be performed pursuant to any
contract or obligation assigned to and assumed by BPLP, or (z) the operation of
the Business subsequent to the IPO Closing Date, including in any such case and
without limitation any and all Losses arising from undertakings given by
Xxxxxxxxx and Linde (i) pursuant to the Development Agreement between the
Cambridge Redevelopment Authority (the "Authority") and Cambridge Center
Associates ("CCA") dated June 11, 1979, as amended by the amendments referenced
in Schedule A attached hereto, as assigned by CCA to BPLP, and as further
amended by Amendment No. 11 to Parcel 3 and 4 Development Agreement dated as of
even date herewith between the Authority and BPLP (as so amended and assigned,
the "Parcel 3 and 4 Development Agreement"), (ii) pursuant to the Development
Agreement dated April 14, 1982 by and between the Authority and CCA, as amended
by amendments referenced in Schedule B attached hereto, as assigned by CCA to
BPLP, and as further amended by Amendment No. 7 to Parcel 2 Development
Agreement of even date herewith by and between the Authority and BPLP (as so
amended and assigned, the "Parcel 2 Development Agreement"), (iii) pursuant to
any Supplemental Land Disposition Contract entered into under the Parcel 3 and 4
Development Agreement or the Parcel 2 Development Agreement, as such Development
Agreements were constituted at any time, and (iv) pursuant to any other
documentation under any such Supplemental Land Disposition Contract, including
but not limited to the undertakings referred to on Schedule C attached hereto,
to the extent in force and effect.
2. Gross Negligence, Willful Misconduct. Notwithstanding anything in
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this Agreement to the contrary, BPLP shall have no obligation under this
Agreement to indemnify or hold harmless Xxxxxxxxx or Xxxxx from (i) any Losses
arising as a direct result of his gross negligence or willful misconduct or (ii)
any Losses arising as a result of the operation of the Business or the ownership
and operation of the Properties, in each case out of the ordinary course of
business and prior to the IPO Closing Date.
3. Further Assurances.
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(a) In the event that any property, right, interest or other asset owned or
held by any of Xxxxxxxxx, Xxxxx or any of their affiliates prior to the IPO
Closing Date was contemplated in the Registration Statement to be transferred to
BPLP but was not, in fact, so transferred or such transfer was not perfected for
any reason whatsoever, then each of Xxxxxxxxx and Linde hereby covenants and
agrees to use commercially reasonable efforts to effectuate or perfect such
transfer as soon as reasonably practicable following BPLP's request for the
same.
(b) In the event that Xxxxxxxxx and Xxxxx are not explicitly released from
liability
under any contract which is part of the Business and which is assigned to BPLP
in connection with the Offering (or of which arrangements are made for the
benefits to be transferred to BPLP) (including, without limitation, the
contracts specified in Section 1) then, at Xxxxxxxxx or Linde's request, BPLP
will use reasonable efforts to cooperate with Xxxxxxxxx and Xxxxx to have
Xxxxxxxxx and Linde released as obligors thereunder and have BPLP substituted as
sole obligor thereunder.
4. Governing Law. This Agreement shall be governed by and interpreted
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in accordance with the laws of the Commonwealth of Massachusetts, without giving
effect to its principles of conflicts of laws.
5. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first set forth above.
____________________________________
Xxxxxxxx X. Xxxxxxxxx
____________________________________
Xxxxxx X. Xxxxx
BOSTON PROPERTIES LIMITED PARTNERSHIP
By: Boston Properties, Inc., its General Partner
By:___________________________________
Xxxxxx X. Xxxxx
President
DOCSC\522581.1
