INDEMNIFICATION AGREEMENT
Exhibit
10.3
THIS
INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of ________, 200_, is made
by and between InnSuites Hospitality Trust (“Indemnitor” or “Trust”) and
_________________, a _______ of InnSuites Hospitality Trust (“Indemnitee”).
WITNESSETH:
WHEREAS,
Indemnitee is [a Trustee and a member of a committee of the Board of Indemnitor]
[an executive officer of the Indemnitor].
WHEREAS,
in consideration of Indemnitee serving as such [committee member and Trustee]
[executive officer], the Indemnitor has agreed to indemnify the Indemnitee
with
respect to certain liabilities resulting from such service (the “Indemnified
Obligations”).
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, and intending to be legally bound hereby,
Indemnitor agrees as follows:
1. Indemnity.
The
Trust
shall indemnify Indemnitee against all liabilities and expenses, including
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees, reasonably incurred by him in connection with
the
defense or disposition of any action, suit or other proceeding by the Trust
or
any other person, whether civil or criminal, in which he may be involved or
with
which he may be threatened, while in office or thereafter, by reason of his
being or having been such a Trustee, officer, employee or agent, except in
respect of any matter as to which he shall have been adjudicated to have acted
in bad faith or with willful misconduct or reckless disregard of his duties
or
gross negligence or not to have acted in good faith in the reasonable belief
that his action was in the best interests of the Trust; provided, however,
that
as to any matter disposed of by a compromise payment by Indemnitee pursuant
to a
consent decree or otherwise, no indemnification either for said payment or
for
any other expenses shall be provided unless the Trust shall have received a
written opinion from counsel approved by the Trust to the effect that if the
foregoing matters had been adjudicated, they would likely have been adjudicated
in favor of Indemnitee or unless a meeting of the Trustees at which a quorum
consisting of Trustees who are not parties to or threatened with such action,
suit or other proceeding shall make such a determination. The rights accruing
to
Indemnitee under this Agreement shall not exclude any other right to which
he
may be lawfully entitled; provided, however, that Indemnitee may satisfy any
right of indemnity or reimbursement granted herein or to which he may be
otherwise entitled only out of the Trust property. The Trust may make advance
payments in connection with indemnification under this Agreement, provided
that
Indemnitee shall have given a written undertaking to reimburse the Trust in
the
event it is subsequently determined that he is not entitled to such
indemnification.
The
level
of the indemnification shall be to the full extent of the net equity based
on
appraised and/or market value of the Indemnitor.
2. Representations
and Warranties.
Indemnitor
hereby represents and warrants to the Indemnitee (which
representations
and
warranties shall survive the execution and delivery of this Agreement) that
Indemnitor has taken all action required to make this Agreement its valid and
binding obligation, and this Agreement is the valid and binding obligation
of
the Indemnitor, enforceable against the Indemnitor in accordance with its
terms.
3. Term
of
Agreement: Miscellaneous
A. This
Agreement shall continue in force until the date that all Indemnified
Obligations have been paid or discharged.
B. This
Agreement shall be interpreted and the rights and liabilities of the parties
hereto determined in accordance with the laws of the State of Arizona.
C. This
Agreement contains all the terms and conditions of the agreement between the
Indemnitee and Indemnitor. The terms and provisions of this Agreement may not
be
waived, altered, modified or amended except in writing duly executed by the
party to be charged thereby.
D. Any
notice shall be directed to the parties at the following addresses:
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If
to Indemnitor:
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0000 X. Xxxxxxxx
Xxxxxx
Xxxxx 000
Xxxxxxx,
Xxxxxxx 00000
Attention:
President
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with
a copy to:
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Xxxxx X.
Xxxxxxx, Esq.
Xxxxxxxx
Xxxx LLP
0000 Xxx
Xxxxxx
000 Xxxxxx
Xxxxxx
Xxxxxxxxx,
Xxxx 00000
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If
to the Indemnitee:
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with
a copy to:
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E. None
of
the parties to this Agreement shall have the right to assign, transfer, convey,
and/or otherwise sell (or enter into any agreement to do the same), directly
or
indirectly, any interest it may have in or under this Agreement without first
having obtained the written consent of the other party, which consent may be
withheld in such other party’s sole and absolute discretion.
F. Neither
this Agreement nor any term hereof may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against whom the enforcement of the change, waiver, discharge, or termination
is
sought or, in the case of a default, by the non-defaulting party.
G. The
captions and article headings included in this Agreement are for convenience
only, do not constitute part of this Agreement, and shall not be considered
or
referred to in interpreting the provisions of this Agreement.
H. This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed to be an original, but all of which shall constitute one and the same
instrument. The submission of a signature page transmitted by facsimile (or
similar electronic transmission facility) shall be considered as an “original”
signature page for purposes of this Agreement so long as the original signature
page is thereafter transmitted by mail or by other delivery service and the
original signature page is substituted for the facsimile signature page in
the
original and duplicate originals of this Agreement.
IN
WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the
___ day of _______, 200_.
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INDEMNITOR:
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By:
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INDEMNITEE:
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