Exhibit 99.2
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this "Agreement") is made and entered
into as of the ____ day of May, 2005, by and between BEHRINGER HARVARD
SHORT-TERM OPPORTUNITY FUND I LP, a Texas limited partnership ("Behringer LP"),
and XXXXXX X. XXXXXXXXX, an individual (collectively including Behringer LP,
"Indemnitors"), and XXXXXXX X. XXXXXXXXXX, an individual ("Indemnitee").
RECITALS:
WHEREAS, Indemnitee is a party to that certain Loan Assumption and
Substitution Agreement dated as of July 23, 2004 (the "Assumption Agreement")
entered into among LaSalle Bank National Association, in its capacity as
trustee, and the other parties named therein;
WHEREAS, the Assumption Agreement provides, in part, for Indemnitee to
become personally obligated for the performance of certain obligations under the
Indemnity Agreement, the Environmental Indemnity Agreement and the other Loan
Documents, all as defined in the Assumption Agreement;
WHEREAS, effective on the date hereof, Indemnitee's affiliates shall
transfer and assign their respective partnership interests in Behringer Harvard
Plaza Xxxxxxxx XX, a Texas limited partnership ("Borrower"), to Behringer LP
(the "Assignment");
WHEREAS, as a condition to the foregoing assignment, Indemnitee has
required that Indemnitors indemnify him from any liabilities that may accrue
under the Assumption Agreement and/or the Loan Documents from and after the date
hereof;
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agree as follows:
1. CAPITALIZED TERMS. All capitalized terms used in this Agreement
without definition shall have the same meanings ascribed to them in the
Assumption Agreement.
2. INDEMNITY. Indemnitors and their successors and assigns, jointly
and severally, hereby agree to indemnify, defend and hold harmless Indemnitee
and his heirs, executors, personal representatives, successors and assigns
(collectively, the "Indemnified Parties") from and against any claims,
liabilities, obligations, causes of action, losses, costs and expenses,
including without limitation reasonable attorneys' fees, that such Indemnified
Parties may incur arising from, related to or in connection with the Indemnity
Agreement, the Environmental Indemnity Agreement, the Assumption Agreement and
the other Loan Documents to which Indemnitee is a party or for which Indemnitee
has any liability, if such claims, losses, costs and expenses arise from, relate
to, occur or otherwise come into existence after the date hereof or otherwise
relate to any
INDEMNIFICATION AGREEMENT PAGE 1
Exhibit 99.2
matters or events accruing, occurring, arising or otherwise coming into
existence after the date hereof.
3. NOTICE OF CLAIM; DEFENSE. Any Indemnified Party shall promptly
notify Indemnitors of any demands or claims he, she or it receives that may give
rise to a claim for indemnification under this Agreement. Indemnitors shall have
the right to defend any legal action against an Indemnified Party that results
in a claim for indemnification with legal counsel reasonably satisfactory to
such Indemnified Party. Indemnitors shall notify such Indemnified Party within
ten (10) days after receiving notice of a claim stating whether it intends to
exercise its right to assume the defense of such claim.
4. ADVANCEMENT OF EXPENSES. Reasonable expenses expected to be
incurred by an Indemnified Party shall be paid or reimbursed by the Indemnitors,
jointly and severally, in advance of the final disposition of any and all
claims, demands, actions, suits or proceedings, civil, criminal, administrative
or investigative made or threatened against an Indemnified Party upon receipt by
the Indemnitors of (i) a written affirmation by the Indemnified Party of the
Indemnified Party's good faith belief that the expenses relate to any claim,
liability or obligation which is subject to indemnification hereunder and (ii) a
written undertaking by or on behalf of the Indemnified Party to repay the amount
if it shall ultimately be determined that the Indemnified Party was not entitled
to indemnification hereunder.
5. NOTICES. Any notices required or permitted under this Agreement
shall be in writing and shall be deemed to have been validly given or served by
delivery of the same in person to the intended addressee, or by depositing the
same with Federal Express or another reputable private courier service for next
business day delivery, or by depositing the same in the Untied States mail,
postage prepaid, registered or certified mail, return receipt requested, in any
event addressed to the intended addressee addressed as follows:
If to either Indemnitor: [Name of Indemnitor]
c/o Behringer Harvard Short-Term
Opportunity Fund I LP
00000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxxxx, III
If to Indemnitee: Xxxxxxx X. Xxxxxxxxxx
Dunhill Partners, Inc.
0000 Xxxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
6. NO THIRD PARTY BENEFICIARY. This Agreement is intended for the
benefit only of the parties hereto, and is not intended to benefit, nor shall it
be construed so as to benefit, any other person or entity.
INDEMNIFICATION AGREEMENT PAGE 2
Exhibit 99.2
7. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas.
8. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall serve as an original for all purposes, but all
counterparts shall be construed together and constitute one and the same
Agreement.
9. SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding
on the Indemnitor and its successors and assigns and shall inure to the benefit
of and be enforceable by the Indemnified Parties and their successors and
assigns.
10. ENFORCEMENT. The Indemnitors have entered into and executed this
Agreement in order to induce the affiliates of Indemnitee to consummate the
Assignment and undertake certain obligations thereunder, and the Indemnitors
acknowledge that the Indemnitee is relying upon this Agreement in causing his
affiliates to consummate the Assignment and undertake the obligations
thereunder.
11. SEVERABILITY. Each of the provisions of this Agreement is a
separate and distinct agreement independent of the others, so that if any
provision hereof shall be held to be invalid or unenforceable for any reason,
such invalidity or unenforceability shall not affect the validity or
enforceability of the other provisions hereof, which other provisions shall
remain in full force and effect, and, to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of any
section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held illegal, invalid or unenforceable.
12. MODIFICATION AND WAIVER. No supplement, modification, waiver or
termination of this Agreement or any provisions hereof shall be binding unless
executed in writing by the parties to be bound thereby. No waiver of any of the
provisions of this Agreement shall constitute a waiver of any other provision
(whether or not similar), nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided.
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INDEMNIFICATION AGREEMENT PAGE 3
Exhibit 99.2
IN WITNESS WHEREOF, the undersigned have entered into this Agreement as
of the date and year first above written.
INDEMNITORS:
------------------------------------------------
XXXXXX X. XXXXXXXXX
BEHRINGER HARVARD SHORT-TERM
OPPORTUNITY FUND I LP, a Texas
limited partnership
By: Behringer Harvard Advisors II LP,
its General Partner
By: Harvard Property Trust, LLC
its General Partner
By:_____________________________
Xxxxxx X. Xxxxxxx, III
Executive Vice President
INDEMNITEE:
------------------------------------------------
XXXXXXX X. XXXXXXXXXX
INDEMNIFICATION AGREEMENT PAGE 4
