Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of CPA: 17 as a REIT or of the Operating Partnership as a partnership for Federal income tax purposes, subject CPA: 17 or the Operating Partnership to regulation under the Investment Company Act of 1940, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. (a) Notwithstanding the foregoing, the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, shall not be liable to CPA: 17, the Operating Partnership or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders and Affiliates of any of them if the following conditions are met: (i) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17; (ii) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17; and (iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of them. (b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 were offered or sold as to indemnification for violation of securities laws. (c) CPA: 17 and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied: (i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17; (ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification. (d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 pursuant to Section 22. (e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 and not from Shareholders.
Appears in 4 contracts
Sources: Advisory Agreement (Corporate Property Associates 17 - Global INC), Advisory Agreement (Corporate Property Associates 17 - Global INC), Advisory Agreement (Carey W P & Co LLC)
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of CPA: 17 as a REIT or of the Operating Partnership as a partnership for Federal income tax purposes, subject CPA: 17 or the Operating Partnership to regulation under the Investment Company Act of 1940, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation Charter or Bylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) Notwithstanding the foregoing, the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, shall not be liable to CPA: 17, the Operating Partnership or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders and Affiliates of any of them if the following conditions are met:
(i) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17;
(ii) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17; and
(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17;
(ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iii) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 pursuant to Section 22.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 and not from Shareholders.
Appears in 3 contracts
Sources: Advisory Agreement (W. P. Carey Inc.), Advisory Agreement (Corporate Property Associates 17 - Global INC), Advisory Agreement (W. P. Carey Inc.)
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of CPA: 17 18 as a REIT or of the Operating Partnership as a partnership for Federal income tax purposes, subject CPA: 17 18 or the Operating Partnership to regulation under the Investment Company Act of 1940, as amended, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 1718, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation Charter or Bylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) Notwithstanding the foregoing, CPA: 18 shall indemnify and hold harmless the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, for any loss or liability suffered by them, and none of the foregoing shall not be liable to CPA: 1718, the Operating Partnership or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders and Affiliates of any of them them, in each case if the following conditions are met:
(i) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 1718;
(ii) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 1718; and
(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 18 or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 18 were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 18 and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 1718;
(ii) The Advisor or the Affiliate has provided CPA: 18 or the Operating Partnership with a written affirmation of his, her or its good faith belief that the standard of conduct necessary for indemnification has been met;
(iii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iiiiv) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 1718, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 18 pursuant to Section 22.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 18 and not from Shareholders.
Appears in 3 contracts
Sources: Advisory Agreement (W. P. Carey Inc.), Advisory Agreement (Corporate Property Associates 18 Global Inc), Advisory Agreement (Corporate Property Associates 18 Global Inc)
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor Manager shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of CPA: 17 18 as a REIT or of the Operating Partnership as a partnership for Federal income tax purposes, subject CPA: 17 18 or the Operating Partnership to regulation under the Investment Company Act of 1940, would as amended, violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 1718, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the Board, in which case the Advisor Manager shall notify promptly the Board of the AdvisorManager’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) Notwithstanding the foregoing, CPA: 18 shall indemnify and hold harmless the AdvisorManager, its shareholderspartners, directors, officers and employees, and partners, shareholders, directors and officers of the AdvisorManager’s shareholders partners and Affiliates of any of them, for any loss or liability suffered by them, and none of the foregoing shall not be liable to CPA: 1718, the Operating Partnership or to the Directors or Shareholders for any act or omission by the AdvisorManager, its shareholderspartners, directors, officers and employees, or partners, shareholders, directors or officers of the AdvisorManager’s shareholders partners and Affiliates of any of them them, in each case if the following conditions are met:
(i) The AdvisorManager, its shareholderspartners, directors, officers and employees, and partners, shareholders, directors and officers of the AdvisorManager’s shareholders partners and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 1718;
(ii) The AdvisorManager, its shareholderspartners, directors, officers and employees, and partners, shareholders, directors and officers of the AdvisorManager’s shareholders partners and Affiliates of any of them were acting on behalf of or performing services for CPA: 1718; and
(iii) Such liability or loss was not the result of negligence or misconduct by the AdvisorManager, its shareholderspartners, directors, officers and employees, and partners, shareholders, directors and officers of the AdvisorManager’s shareholders partners or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor Manager and its Affiliates shall not be indemnified by CPA: 17 18 or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 18 were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 18 and the Operating Partnership shall advance funds to the Advisor Manager or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 1718;
(ii) The Manager or the Affiliate has provided CPA: 18 or the Operating Partnership with a written affirmation of his, her or its good faith belief that the standard of conduct necessary for indemnification has been met;
(iii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iiiiv) The Advisor Manager or the Affiliate undertakes to repay the advanced funds to CPA: 1718, together with the applicable legal rate of interest thereon, in cases in which such Advisor Manager or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor Manager shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor Manager shall be required to indemnify or hold harmless CPA: 17 18 pursuant to Section 22.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 18 and not from Shareholders.
Appears in 3 contracts
Sources: Asset Management Agreement (Corporate Property Associates 18 Global Inc), Asset Management Agreement (W. P. Carey Inc.), Asset Management Agreement (Corporate Property Associates 18 Global Inc)
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor Manager shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of CPA: 17 as a REIT or of the Operating Partnership as a partnership for Federal income tax purposesREIT, subject CPA: 17 or the Operating Partnership to regulation under the Investment Company Act of 1940, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating PartnershipBylaws, except if such action shall be ordered by the Board, in which case the Advisor Manager shall notify promptly the Board of the Advisor’s Manager's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) . Notwithstanding the foregoing, the AdvisorManager, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s Manager's partners and Affiliates of any of them, shall not be liable to CPA: 17, or to the Directors or Shareholders for any act or omission by the Manager, its partners, directors, officers and employees, or partners, shareholders, directors or officers of the Manager's partners except as provided in Sections 18 and 20 hereof.
(a) Notwithstanding the foregoing, the Manager, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Manager's shareholders and Affiliates of any of them, shall not be liable to CPA: 17, the Operating Partnership or to the Directors or Shareholders for any act or omission by the AdvisorManager, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s Manager's shareholders and Affiliates of any of them if the following conditions are met:
(ia) The AdvisorManager, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s Manager's shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17;
(iib) The AdvisorManager, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s Manager's shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17; and
(iiic) Such liability or loss was not the result of negligence or misconduct by the AdvisorManager, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s Manager's shareholders or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor Manager and its Affiliates shall not be indemnified by CPA: 17 or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(ia) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(iib) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iiic) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 and the Operating Partnership shall advance funds to the Advisor Manager or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(ia) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17;
(iib) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iiic) The Advisor Manager or the Affiliate undertakes to repay the advanced funds to CPA: 17, together with the applicable legal rate of interest thereon, in cases in which such Advisor Manager or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor Manager shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor Manager shall be required to indemnify or hold harmless CPA: 17 pursuant to Section 22.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 and not from Shareholders.
Appears in 2 contracts
Sources: Asset Management Agreement (Corporate Property Associates 17 - Global INC), Asset Management Agreement (Carey W P & Co LLC)
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (i) adversely affect the status of CPA: 17 CWI as a REIT or of the Operating Partnership as a partnership for Federal income tax purposes, (ii) subject CPA: 17 CWI or the Operating Partnership to regulation under the Investment Company Act of 1940, as amended, or (iii) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17CWI, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) Notwithstanding the foregoing, the Company shall indemnify and hold harmless the the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them for any loss or liability suffered by them, and the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, shall not be liable to CPA: 17CWI, the Operating Partnership or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, members, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders and Affiliates of any of them them, if in each case the following conditions are met:
(i) The Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17CWI;
(ii) The Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17CWI; and
(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 CWI or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 CWI were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 CWI and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17CWI;
(ii) The Advisor or the Affiliate has provided CWI or the Operating Partnership with a written affirmation of his, her or its good faith belief that the standard of conduct necessary for indemnification has been met;
(iii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iiiiv) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17CWI, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 CWI pursuant to Section 2223 hereof.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 CWI and not from Shareholders.
Appears in 2 contracts
Sources: Advisory Agreement (Carey Watermark Investors Inc), Advisory Agreement (Carey W P & Co LLC)
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (i) adversely affect the status of CPA: 17 CWI 2 as a REIT or of the Operating Partnership as a partnership for Federal income tax purposes, (ii) subject CPA: 17 CWI 2 or the Operating Partnership to regulation under the Investment Company Act of 1940, as amended, or (iii) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17CWI 2, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) Notwithstanding the foregoing, the Company shall indemnify and hold harmless the the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s 's shareholders and Affiliates of any of them for any loss or liability suffered by them, and the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor's shareholders and Affiliates of any of them, shall not be liable to CPA: 17CWI 2, the Operating Partnership or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, members, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s 's shareholders and Affiliates of any of them them, if in each case the following conditions are met:
(i) The Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s 's shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17CWI 2;
(ii) The Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s 's shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17CWI 2; and
(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s 's shareholders or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 CWI 2 or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 CWI 2 were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 CWI 2 and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17CWI 2;
(ii) The Advisor or the Affiliate has provided CWI 2 or the Operating Partnership with a written affirmation of his, her or its good faith belief that the standard of conduct necessary for indemnification has been met;
(iii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iiiiv) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17CWI 2, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 CWI 2 pursuant to Section 2223 hereof.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 CWI 2 and not from Shareholders.
Appears in 2 contracts
Sources: Advisory Agreement (Carey Watermark Investors 2 Inc), Advisory Agreement (W. P. Carey Inc.)
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of CPA: 17 16 as a REIT or of the Operating Partnership LLC as a partnership for Federal income tax purposes, subject CPA: 17 16 or the Operating Partnership LLC to regulation under the Investment Company Act of 1940, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 1716, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation Charter or Bylaws or agreement of limited partnership of the Operating PartnershipLLC, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) Notwithstanding the foregoing, CPA: 16 shall indemnify and hold harmless the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, for any loss or liability suffered by them, and none of the foregoing shall not be liable to CPA: 1716, the Operating Partnership LLC or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders and Affiliates of any of them them, in each case if the following conditions are met:
(i) The Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 1716;
(ii) The Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, members, directors and officers of the Advisor’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 1716; and
(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 16 or the Operating Partnership LLC for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 16 were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 16 and the Operating Partnership LLC shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 1716;
(ii) The Advisor or the Affiliate has provided CPA: 16 or the Operating LLC with a written affirmation of his, her or its good faith belief that the standard of conduct necessary for indemnification has been met;
(iii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iiiiv) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 1716, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 16 pursuant to Section 22.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 16 and not from Shareholders.
Appears in 2 contracts
Sources: Advisory Agreement (Corporate Property Associates 16 Global Inc), Advisory Agreement (W. P. Carey Inc.)
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (i) adversely affect the status of CPA: 17 CWI 1 as a REIT or of the Operating Partnership as a partnership for Federal income tax purposes, (ii) subject CPA: 17 CWI 1 or the Operating Partnership to regulation under the Investment Company Act of 1940, as amended, or (iii) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17CWI 1, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation Charter or Bylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) Notwithstanding the foregoing, the Company shall indemnify and hold harmless the the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s 's shareholders and Affiliates of any of them for any loss or liability suffered by them, and the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor's shareholders and Affiliates of any of them, shall not be liable to CPA: 17CWI 1, the Operating Partnership or to Partnership, the Directors or the Shareholders for any act or omission by the Advisor, its shareholders, members, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s 's shareholders and Affiliates of any of them them, if in each case the following conditions are met:
(i) The the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s 's shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17CWI 1;
(ii) The the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s 's shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17CWI 1; and
(iii) Such such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s 's shareholders or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 CWI 1 or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 CWI 1 were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 CWI 1 and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17CWI 1;
(ii) The Advisor or the Affiliate has provided CWI 1 or the Operating Partnership with a written affirmation of his, her or its good faith belief that the standard of conduct necessary for indemnification has been met;
(iii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iiiiv) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17CWI 1, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 CWI 1 pursuant to Section 2223 hereof.
(e) Any amounts paid pursuant to this Section 7 shall only be recoverable or paid only out of the net assets of CPA: 17 CWI 1 and not from the Shareholders.
Appears in 1 contract
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (i) adversely affect the status of CPA: 17 CWI as a REIT or of the Operating Partnership as a partnership for Federal income tax purposes, (ii) subject CPA: 17 CWI or the Operating Partnership to regulation under the Investment Company Act of 1940, as amended, or (iii) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17CWI, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) Notwithstanding the foregoing, the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, shall not be liable to CPA: 17CWI, the Operating Partnership or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, members, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders and Affiliates of any of them if the following conditions are met:
(i) The Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17CWI;
(ii) The Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17CWI; and
(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 CWI or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 CWI were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 CWI and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17CWI;
(ii) The Advisor or the Affiliate has provided CWI or the Operating Partnership with a written affirmation of his, her or its good faith belief that the standard of conduct necessary for indemnification has been met;
(iii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iiiiv) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17CWI, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 CWI pursuant to Section 2223 hereof.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 CWI and not from Shareholders.
Appears in 1 contract
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (i) adversely affect the status of CPA: 17 CWI 2 as a REIT or of the Operating Partnership as a partnership for Federal income tax purposes, (ii) subject CPA: 17 CWI 2 or the Operating Partnership to regulation under the Investment Company Act of 1940, as amended, or (iii) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17CWI 2, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) Notwithstanding the foregoing, the Company shall indemnify and hold harmless the the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them for any loss or liability suffered by them, and the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, shall not be liable to CPA: 17CWI 2, the Operating Partnership or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, members, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders and Affiliates of any of them them, if in each case the following conditions are met:
(i) The Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17CWI 2;
(ii) The Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17CWI 2; and
(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 CWI 2 or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 CWI 2 were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 CWI 2 and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17CWI 2;
(ii) The Advisor or the Affiliate has provided CWI 2 or the Operating Partnership with a written affirmation of his, her or its good faith belief that the standard of conduct necessary for indemnification has been met;
(iii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iiiiv) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17CWI 2, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 CWI 2 pursuant to Section 2223 hereof.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 CWI 2 and not from Shareholders.
Appears in 1 contract
Sources: Advisory Agreement (Carey Watermark Investors 2 Inc)
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of CPA: 17 the Trust as a REIT or of REIT, (b) subject the Operating Partnership as a partnership for Federal income tax purposes, subject CPA: 17 or the Operating Partnership Trust to regulation under the Investment Company Trust Act of 1940, would as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17the Trust, its Shares or its Securities, or otherwise not be permitted by the Articles Declaration of Incorporation Trust or Bylaws or agreement of limited partnership of the Operating PartnershipTrust, except if such action shall be ordered by the BoardBoard of Trustees, in which case the Advisor shall notify promptly the Board of Trustees of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardBoard of Trustees. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Trustees so given.
(a) . Notwithstanding the foregoing, the Advisor, its shareholdersmembers, directorsmanagers, officers Trustees, officers, employees and employeesstockholders, and partnersmembers, shareholdersmanagers, directors stockholders, Trustees and officers of the Advisor’s shareholders and Affiliates of any of themAffiliates, shall not be liable to CPA: 17, the Operating Partnership Trust or to the Directors Board of Trustees or Shareholders stockholders for any act or omission by the Advisor, its shareholdersmembers, directorsmanagers, Trustees, officers and or employees, or partnersstockholders, shareholdersmembers, directors managers, Trustees or officers of the Advisor’s shareholders and Affiliates of any of them if the following conditions are met:
(i) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them have determined, taken or omitted to be taken in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17;
(ii) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17; and
(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of their duties or services on behalf under this Agreement except as provided in Paragraph 19 of CPA: 17;
(ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iii) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnificationthis Agreement.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 pursuant to Section 22.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 and not from Shareholders.
Appears in 1 contract
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of CPA: 17 as a REIT or of the Operating Partnership as a partnership for Federal income tax purposes, subject CPA: 17 or the Operating Partnership to regulation under the Investment Company Act of 1940, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) . Notwithstanding the foregoing, the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, shall not be liable to CPA: 17, the Operating Partnership or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders except as provided in Sections 20 and Affiliates of any of them if the following conditions are met:
(i) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17;
(ii) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17; and
(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of them22 hereof.
(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17;
(ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iii) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 pursuant to Section 22.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 and not from Shareholders.
Appears in 1 contract
Sources: Advisory Agreement (Corporate Property Associates 17 - Global INC)
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor Manager shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of CPA: 17 as a REIT or of the Operating Partnership as a partnership for Federal income tax purposesREIT, subject CPA: 17 or the Operating Partnership to regulation under the Investment Company Act of 1940, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating PartnershipBylaws, except if such action shall be ordered by the Board, in which case the Advisor Manager shall notify promptly the Board of the AdvisorManager’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) . Notwithstanding the foregoing, the AdvisorManager, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the AdvisorManager’s partners and Affiliates of any of them, shall not be liable to CPA: 17, or to the Directors or Shareholders for any act or omission by the Manager, its partners, directors, officers and employees, or partners, shareholders, directors or officers of the Manager’s partners except as provided in Sections 18 and 20 hereof.
(a) Notwithstanding the foregoing, the Manager, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Manager’s shareholders and Affiliates of any of them, shall not be liable to CPA: 17, the Operating Partnership or to the Directors or Shareholders for any act or omission by the AdvisorManager, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the AdvisorManager’s shareholders and Affiliates of any of them if the following conditions are met:
(ia) The AdvisorManager, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the AdvisorManager’s shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17;
(iib) The AdvisorManager, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the AdvisorManager’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17; and
(iiic) Such liability or loss was not the result of negligence or misconduct by the AdvisorManager, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the AdvisorManager’s shareholders or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor Manager and its Affiliates shall not be indemnified by CPA: 17 or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(ia) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(iib) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iiic) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 and the Operating Partnership shall advance funds to the Advisor Manager or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(ia) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17;
(iib) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iiic) The Advisor Manager or the Affiliate undertakes to repay the advanced funds to CPA: 17, together with the applicable legal rate of interest thereon, in cases in which such Advisor Manager or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor Manager shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor Manager shall be required to indemnify or hold harmless CPA: 17 pursuant to Section 22.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 and not from Shareholders.
Appears in 1 contract
Sources: Asset Management Agreement (Corporate Property Associates 17 - Global INC)
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of CPA: 17 16 as a REIT or of the Operating Partnership LLC as a partnership for Federal income tax purposes, subject CPA: 17 16 or the Operating Partnership LLC to regulation under the Investment Company Act of 1940, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 1716, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating PartnershipLLC, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) Notwithstanding the foregoing, CPA: 16 shall indemnify and hold nameless the Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, for any loss or liability suffered by them, and none of the foregoing shall not be liable to CPA: 1716, the Operating Partnership LLC or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders and Affiliates of any of them them, in each case if the following conditions are met:
(i) The Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 1716;
(ii) The Advisor, its shareholders, members, directors, officers and employees, and partners, shareholders, members, directors and officers of the Advisor’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 1716; and
(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 16 or the Operating Partnership LLC for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 16 were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 16 and the Operating Partnership LLC shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 1716;
(ii) The Advisor or the Affiliate has provided CPA: 16 or the Operating LLC with a written affirmation of his, her or its good faith belief that the standard of conduct necessary for indemnification has been met;
(iii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iiiiv) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 1716, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 16 pursuant to Section 22.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 16 and not from Shareholders.
Appears in 1 contract
Sources: Advisory Agreement (Corporate Property Associates 16 Global Inc)
Limitations on Activities. (a) Anything else in this Agreement to the contrary notwithstanding, the Advisor Subadvisor shall refrain from taking any action which, in its sole judgment made in good faith, would (i) adversely affect the status of CPA: 17 the Company as a REIT real estate investment trust or of the Operating Partnership as a partnership for Federal income tax purposes, (ii) subject CPA: 17 the Company or the Operating Partnership to regulation under the Investment Company Act of 1940, as amended, or (iii) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17the Company, its Shares shares of common stock, par value $0.001, or its Securitiesany other securities of the Company, or otherwise not be permitted by the Company's Amended and Restated Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the BoardAdvisor, in which case the Advisor shall notify promptly pursuant to an order by the Board of Directors (the Advisor’s judgment "Board") of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardCompany. In such event the Advisor Subadvisor shall have no liability for acting in accordance with the specific instructions of the Board Advisor so given.
(ab) Notwithstanding the foregoing, the Advisor, its shareholders, directors, officers Company shall indemnify and employeeshold harmless the Subadvisor Indemnitees for any loss or liability suffered by them, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, Subadvisor Indemnitees shall not be liable to CPA: 17the Company, the Operating Partnership or to the Directors members of the Board or Shareholders the Company's shareholders for any act or omission by the AdvisorSubadvisor Indemnitees, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders and Affiliates of any of them if in each case the following conditions are met:
(i1) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them Subadvisor Indemnitees have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17the Company;
(ii2) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them Subadvisor Indemnitees were acting on behalf of or performing services for CPA: 17the Company; and
(iii3) Such such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of themSubadvisor Indemnitees.
(bc) Notwithstanding the foregoing, the Advisor and its Affiliates Subadvisor Indemnitees shall not be indemnified by CPA: 17 the Company or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i1) There there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii2) Such such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii3) A a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 Company were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17;
(ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iii) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 pursuant to Section 22.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 and not from Shareholders.
Appears in 1 contract
Sources: Indemnification Agreement (Carey Watermark Investors 2 Inc)
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of CPA: 17 CWI as a REIT or of the Operating Partnership as a partnership for Federal income tax purposes, subject CPA: 17 CWI or the Operating Partnership to regulation under the Investment Company Act of 1940, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17CWI, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) Notwithstanding the foregoing, the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, shall not be liable to CPA: 17CWI, the Operating Partnership or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders and Affiliates of any of them if the following conditions are met:
(i) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17CWI;
(ii) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17CWI; and
(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of them.
(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 CWI or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 CWI were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 CWI and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17CWI;
(ii) The Advisor or the Affiliate has provided CWI or the Operating Partnership with a written affirmation of his, her or its good faith belief that the standard of conduct necessary for indemnification has been met;
(iii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iiiiv) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17CWI, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 CWI pursuant to Section 22.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 CWI and not from Shareholders.
Appears in 1 contract
Limitations on Activities. (a) Anything else in this Agreement to the contrary notwithstanding, the Advisor Subadvisor shall refrain from taking any action which, in its sole judgment made in good faith, would (i) adversely affect the status of CPA: 17 the Company as a REIT real estate investment trust or of the Operating Partnership as a partnership for Federal income tax purposes, (ii) subject CPA: 17 the Company or the Operating Partnership to regulation under the Investment Company Act of 1940, as amended, or (iii) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17the Company, its Shares shares of common stock, par value $0.001, or its Securitiesany other securities of the Company, or otherwise not be permitted by the Company’s Amended and Restated Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the BoardAdvisor, in which case the Advisor shall notify promptly pursuant to an order by the Board of Directors (the Advisor’s judgment “Board”) of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardCompany. In such event the Advisor Subadvisor shall have no liability for acting in accordance with the specific instructions of the Board Advisor so given.
(ab) Notwithstanding the foregoing, the Advisor, its shareholders, directors, officers Company shall indemnify and employeeshold harmless the Subadvisor Indemnitees for any loss or liability suffered by them, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, Subadvisor Indemnitees shall not be liable to CPA: 17the Company, the Operating Partnership or to the Directors members of the Board or Shareholders the Company’s shareholders for any act or omission by the AdvisorSubadvisor Indemnitees, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders and Affiliates of any of them if in each case the following conditions are met:
(i1) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them Subadvisor Indemnitees have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17the Company;
(ii2) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them Subadvisor Indemnitees were acting on behalf of or performing services for CPA: 17the Company; and
(iii3) Such such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of themSubadvisor Indemnitees.
(bc) Notwithstanding the foregoing, the Advisor and its Affiliates Subadvisor Indemnitees shall not be indemnified by CPA: 17 the Company or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i1) There there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii2) Such such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii3) A a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 Company were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17;
(ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iii) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 pursuant to Section 22.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 and not from Shareholders.
Appears in 1 contract
Sources: Indemnification Agreement (Carey Watermark Investors Inc)
Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Acquisition Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of CPA: 17 ▇▇▇▇▇ REIT as a REIT, (b) subject ▇▇▇▇▇ REIT or of the Operating Partnership as a partnership for Federal income tax purposes, subject CPA: 17 or the Operating Partnership to regulation under the Investment Company ▇▇▇▇▇ REIT Act of 1940, would as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17▇▇▇▇▇ REIT, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating Partnership▇▇▇▇▇ REIT, except if such action shall be ordered by the Board, in which case the Acquisition Advisor shall notify promptly the Board of the Acquisition Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Acquisition Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.
(a) . Notwithstanding the foregoing, the Acquisition Advisor, its shareholders, directors, officers officers, employees and employeesstockholders, and partners, shareholdersstockholders, directors and officers of the Acquisition Advisor’s shareholders and Affiliates of any of them, shall not be liable to CPA: 17, the Operating Partnership ▇▇▇▇▇ REIT or to the Directors Board or Shareholders Stockholders for any act or omission by the Acquisition Advisor, its shareholders, directors, officers and or employees, or partners, shareholdersstockholders, directors or officers of the Acquisition Advisor’s shareholders Affiliates, except as provided in Sections 20 and Affiliates 21 of any of them if the following conditions are met:
(i) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17;
(ii) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17; and
(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of themthis Agreement.
(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met:
(i) There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;
(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or
(iii) A court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of CPA: 17 were offered or sold as to indemnification for violation of securities laws.
(c) CPA: 17 and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:
(i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of CPA: 17;
(ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and
(iii) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.
(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 pursuant to Section 22.
(e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 and not from Shareholders.
Appears in 1 contract
Sources: Acquisition Advisory Agreement (Wells Real Estate Investment Trust Inc)