1
EXHIBIT 10.29
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into this 24th day of May, 1996, by and between Elise Turner (the "Indemnitee")
and Wyndham Management Corporation, a Delaware corporation ("Wyndham").
Recitals:
The Indemnitee is the Secretary of GHMB, Inc. (the "Corporation").
The Corporation is the holder of liquor licenses for one or more hotels
managed by Wyndham.
The Indemnitee has requested that Wyndham indemnify and hold the
Indemnitee harmless from any and claims, demands, liabilities, costs, fines and
expenses (including reasonable attorneys' fees) (collectively, "Liabilities")
(WITH "LIABILITIES" TO INCLUDE, WITHOUT LIMITATION, ALL LIABILITIES CAUSED BY
THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE
MAY BE STRICTLY LIABLE) incurred, resulting from or arising out of the
Indemnitee's service as an officer of the Corporation, except for such
Liabilities caused by the gross negligence, willful misconduct or willful
violation of applicable law by the Indemnitee. Wyndham is willing to provide
such indemnification on the terms and conditions set forth herein.
For and in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Indemnitee and Wyndham agree as follows:
1. Indemnification. WYNDHAM SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED, RESULTING FROM OR
ARISING OUT OF THE INDEMNITEE'S SERVICE AS AN OFFICER OF THE CORPORATION,
EXCEPT FOR SUCH LIABILITIES CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR WILLFUL VIOLATION OF APPLICABLE LAW BY THE INDEMNITEE. WYNDHAM ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY
WYNDHAM TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE
NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE
STRICTLY LIABLE.
2. Cooperation. In consideration of the indemnification provided
pursuant to paragraph 1 above, the Indemnitee agrees that, upon the request of
Wyndham, whether made before, upon or after any termination of the Indemnitee's
employment by Wyndham, the Indemnitee will cooperate with Wyndham to effect the
transfer of any liquor license or licenses owned or held by the Corporation to
Wyndham or Wyndham's designee.
2
3. Further Assurances. Promptly upon the request of either party,
the other party hereto will execute any and all documents, instruments and
agreements as may be requested by the requesting party in order to carry out
the intent of this Agreement and to perfect or give further assurances of any
of the rights granted or provided for herein.
4. Miscellaneous. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the laws of
the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ ELISE TURNER
----------------------------------
Elise Turner
WYNDHAM MANAGEMENT CORPORATION, a Delaware
corporation
("Wyndham")
By: /s/ JAMES D. CARREKER
----------------------------------
Name:
---------------------------
Title:
---------------------------
3
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into this 24th day of May, 1996, by and between Elise Turner (the "Indemnitee")
and Wyndham Management Corporation, a Delaware corporation ("Wyndham").
Recitals:
The Indemnitee is the Secretary of MBAH, Inc. (the "Corporation").
The Corporation is the holder of liquor licenses for one or more hotels
managed by Wyndham.
The Indemnitee has requested that Wyndham indemnify and hold the
Indemnitee harmless from any and claims, demands, liabilities, costs, fines and
expenses (including reasonable attorneys' fees) (collectively, "Liabilities")
(WITH "LIABILITIES" TO INCLUDE, WITHOUT LIMITATION, ALL LIABILITIES CAUSED BY
THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE
MAY BE STRICTLY LIABLE) incurred, resulting from or arising out of the
Indemnitee's service as an officer of the Corporation, except for such
Liabilities caused by the gross negligence, willful misconduct or willful
violation of applicable law by the Indemnitee. Wyndham is willing to provide
such indemnification on the terms and conditions set forth herein.
For and in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Indemnitee and Wyndham agree as follows:
1. Indemnification. WYNDHAM SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED, RESULTING FROM OR
ARISING OUT OF THE INDEMNITEE'S SERVICE AS AN OFFICER OF THE CORPORATION,
EXCEPT FOR SUCH LIABILITIES CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR WILLFUL VIOLATION OF APPLICABLE LAW BY THE INDEMNITEE. WYNDHAM ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY
WYNDHAM TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE
NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE
STRICTLY LIABLE.
2. Cooperation. In consideration of the indemnification provided
pursuant to paragraph 1 above, the Indemnitee agrees that, upon the request of
Wyndham, whether made before, upon or after any termination of the Indemnitee's
employment by Wyndham, the Indemnitee will cooperate with Wyndham to effect the
transfer of any liquor license or licenses owned or held by the Corporation to
Wyndham or Wyndham's designee.
4
3. Further Assurances. Promptly upon the request of either party,
the other party hereto will execute any and all documents, instruments and
agreements as may be requested by the requesting party in order to carry out
the intent of this Agreement and to perfect or give further assurances of any
of the rights granted or provided for herein.
4. Miscellaneous. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the laws of
the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ ELISE TURNER
----------------------------------
Elise Turner
WYNDHAM MANAGEMENT CORPORATION, a Delaware
corporation
("Wyndham")
By: /s/ JAMES D. CARREKER
----------------------------------
Name:
---------------------------
Title:
---------------------------
5
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into this 24th day of May, 1996, by and between Elise Turner (the "Indemnitee")
and Wyndham Management Corporation, a Delaware corporation ("Wyndham").
Recitals:
The Indemnitee is the Secretary of CHMB, Inc. (the "Corporation").
The Corporation is the holder of liquor licenses for one or more hotels
managed by Wyndham.
The Indemnitee has requested that Wyndham indemnify and hold the
Indemnitee harmless from any and claims, demands, liabilities, costs, fines and
expenses (including reasonable attorneys' fees) (collectively, "Liabilities")
(WITH "LIABILITIES" TO INCLUDE, WITHOUT LIMITATION, ALL LIABILITIES CAUSED BY
THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE
MAY BE STRICTLY LIABLE) incurred, resulting from or arising out of the
Indemnitee's service as an officer of the Corporation, except for such
Liabilities caused by the gross negligence, willful misconduct or willful
violation of applicable law by the Indemnitee. Wyndham is willing to provide
such indemnification on the terms and conditions set forth herein.
For and in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Indemnitee and Wyndham agree as follows:
1. Indemnification. WYNDHAM SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED, RESULTING FROM OR
ARISING OUT OF THE INDEMNITEE'S SERVICE AS AN OFFICER OF THE CORPORATION,
EXCEPT FOR SUCH LIABILITIES CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR WILLFUL VIOLATION OF APPLICABLE LAW BY THE INDEMNITEE. WYNDHAM ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY
WYNDHAM TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE
NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE
STRICTLY LIABLE.
2. Cooperation. In consideration of the indemnification provided
pursuant to paragraph 1 above, the Indemnitee agrees that, upon the request of
Wyndham, whether made before, upon or after any termination of the Indemnitee's
employment by Wyndham, the Indemnitee will cooperate with Wyndham to effect the
transfer of any liquor license or licenses owned or held by the Corporation to
Wyndham or Wyndham's designee.
6
3. Further Assurances. Promptly upon the request of either party,
the other party hereto will execute any and all documents, instruments and
agreements as may be requested by the requesting party in order to carry out
the intent of this Agreement and to perfect or give further assurances of any
of the rights granted or provided for herein.
4. Miscellaneous. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the laws of
the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ ELISE TURNER
----------------------------------
Elise Turner
WYNDHAM MANAGEMENT CORPORATION, a
Delaware corporation
("Wyndham")
By: /s/ JAMES D. CARREKER
----------------------------------
Name:
---------------------------
Title:
---------------------------
7
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into this 24th day of May, 1996, by and between Elise Turner (the "Indemnitee")
and Wyndham Management Corporation, a Delaware corporation ("Wyndham").
Recitals:
The Indemnitee is the Secretary of Waterfront Management Corporation
(the "Corporation").
The Corporation is the holder of liquor licenses for one or more hotels
managed by Wyndham.
The Indemnitee has requested that Wyndham indemnify and hold the
Indemnitee harmless from any and claims, demands, liabilities, costs, fines and
expenses (including reasonable attorneys' fees) (collectively, "Liabilities")
(WITH "LIABILITIES" TO INCLUDE, WITHOUT LIMITATION, ALL LIABILITIES CAUSED BY
THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE
MAY BE STRICTLY LIABLE) incurred, resulting from or arising out of the
Indemnitee's service as an officer of the Corporation, except for such
Liabilities caused by the gross negligence, willful misconduct or willful
violation of applicable law by the Indemnitee. Wyndham is willing to provide
such indemnification on the terms and conditions set forth herein.
For and in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Indemnitee and Wyndham agree as follows:
1. Indemnification. WYNDHAM SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED, RESULTING FROM OR
ARISING OUT OF THE INDEMNITEE'S SERVICE AS AN OFFICER OF THE CORPORATION,
EXCEPT FOR SUCH LIABILITIES CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR WILLFUL VIOLATION OF APPLICABLE LAW BY THE INDEMNITEE. WYNDHAM ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY
WYNDHAM TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE
NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE
STRICTLY LIABLE.
2. Cooperation. In consideration of the indemnification provided
pursuant to paragraph 1 above, the Indemnitee agrees that, upon the request of
Wyndham, whether made before, upon or after any termination of the Indemnitee's
employment by Wyndham, the Indemnitee will cooperate with Wyndham to effect the
transfer of any liquor license or licenses owned or held by the Corporation to
Wyndham or Wyndham's designee.
8
3. Further Assurances. Promptly upon the request of either party,
the other party hereto will execute any and all documents, instruments and
agreements as may be requested by the requesting party in order to carry out
the intent of this Agreement and to perfect or give further assurances of any
of the rights granted or provided for herein.
4. Miscellaneous. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the laws of
the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ ELISE TURNER
----------------------------------
Elise Turner
WYNDHAM MANAGEMENT CORPORATION, a Delaware
corporation
("Wyndham")
By: /s/ JAMES D. CARREKER
----------------------------------
Name:
---------------------------
Title:
---------------------------
9
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into this 24th day of May, 1996, by and between Elise Turner (the "Indemnitee")
and Wyndham Management Corporation, a Delaware corporation ("Wyndham").
Recitals:
The Indemnitee is the Secretary of PSMB, Inc. (the "Corporation").
The Corporation is the holder of liquor licenses for one or more hotels
managed by Wyndham.
The Indemnitee has requested that Wyndham indemnify and hold the
Indemnitee harmless from any and claims, demands, liabilities, costs, fines and
expenses (including reasonable attorneys' fees) (collectively, "Liabilities")
(WITH "LIABILITIES" TO INCLUDE, WITHOUT LIMITATION, ALL LIABILITIES CAUSED BY
THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE
MAY BE STRICTLY LIABLE) incurred, resulting from or arising out of the
Indemnitee's service as an officer of the Corporation, except for such
Liabilities caused by the gross negligence, willful misconduct or willful
violation of applicable law by the Indemnitee. Wyndham is willing to provide
such indemnification on the terms and conditions set forth herein.
For and in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Indemnitee and Wyndham agree as follows:
1. Indemnification. WYNDHAM SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED, RESULTING FROM OR
ARISING OUT OF THE INDEMNITEE'S SERVICE AS AN OFFICER OF THE CORPORATION,
EXCEPT FOR SUCH LIABILITIES CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR WILLFUL VIOLATION OF APPLICABLE LAW BY THE INDEMNITEE. WYNDHAM ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY
WYNDHAM TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE
NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE
STRICTLY LIABLE.
2. Cooperation. In consideration of the indemnification provided
pursuant to paragraph 1 above, the Indemnitee agrees that, upon the request of
Wyndham, whether made before, upon or after any termination of the Indemnitee's
employment by Wyndham, the Indemnitee will cooperate with Wyndham to effect the
transfer of any liquor license or licenses owned or held by the Corporation to
Wyndham or Wyndham's designee.
10
3. Further Assurances. Promptly upon the request of either party,
the other party hereto will execute any and all documents, instruments and
agreements as may be requested by the requesting party in order to carry out
the intent of this Agreement and to perfect or give further assurances of any
of the rights granted or provided for herein.
4. Miscellaneous. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the laws of
the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ ELISE TURNER
----------------------------------
Elise Turner
WYNDHAM MANAGEMENT CORPORATION, a Delaware
corporation
("Wyndham")
By: /s/ JAMES D. CARREKER
----------------------------------
Name:
---------------------------
Title:
---------------------------
11
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into this 24th day of May, 1996, by and between Elise Turner (the "Indemnitee")
and Wyndham Management Corporation, a Delaware corporation ("Wyndham").
Recitals:
The Indemnitee is the Secretary of MTMB, Inc. (the "Corporation").
The Corporation is the holder of liquor licenses for one or more hotels
managed by Wyndham.
The Indemnitee has requested that Wyndham indemnify and hold the
Indemnitee harmless from any and claims, demands, liabilities, costs, fines and
expenses (including reasonable attorneys' fees) (collectively, "Liabilities")
(WITH "LIABILITIES" TO INCLUDE, WITHOUT LIMITATION, ALL LIABILITIES CAUSED BY
THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE
MAY BE STRICTLY LIABLE) incurred, resulting from or arising out of the
Indemnitee's service as an officer of the Corporation, except for such
Liabilities caused by the gross negligence, willful misconduct or willful
violation of applicable law by the Indemnitee. Wyndham is willing to provide
such indemnification on the terms and conditions set forth herein.
For and in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Indemnitee and Wyndham agree as follows:
1. Indemnification. WYNDHAM SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED, RESULTING FROM OR
ARISING OUT OF THE INDEMNITEE'S SERVICE AS AN OFFICER OF THE CORPORATION,
EXCEPT FOR SUCH LIABILITIES CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR WILLFUL VIOLATION OF APPLICABLE LAW BY THE INDEMNITEE. WYNDHAM ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY
WYNDHAM TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE
NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE
STRICTLY LIABLE.
2. Cooperation. In consideration of the indemnification provided
pursuant to paragraph 1 above, the Indemnitee agrees that, upon the request of
Wyndham, whether made before, upon or after any termination of the Indemnitee's
employment by Wyndham, the Indemnitee will cooperate with Wyndham to effect the
transfer of any liquor license or licenses owned or held by the Corporation to
Wyndham or Wyndham's designee.
12
3. Further Assurances. Promptly upon the request of either party,
the other party hereto will execute any and all documents, instruments and
agreements as may be requested by the requesting party in order to carry out
the intent of this Agreement and to perfect or give further assurances of any
of the rights granted or provided for herein.
4. Miscellaneous. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the laws of
the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ ELISE TURNER
----------------------------------
Elise Turner
WYNDHAM MANAGEMENT CORPORATION, a Delaware
corporation
("Wyndham")
By: /s/ JAMES D. CARREKER
----------------------------------
Name:
---------------------------
Title:
---------------------------
13
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into this 24th day of May, 1996, by and between Elise Turner (the "Indemnitee")
and Wyndham Management Corporation, a Delaware corporation ("Wyndham").
Recitals:
The Indemnitee is the Secretary of MDMB, Inc. (the "Corporation").
The Corporation is the holder of liquor licenses for one or more hotels
managed by Wyndham.
The Indemnitee has requested that Wyndham indemnify and hold the
Indemnitee harmless from any and claims, demands, liabilities, costs, fines and
expenses (including reasonable attorneys' fees) (collectively, "Liabilities")
(WITH "LIABILITIES" TO INCLUDE, WITHOUT LIMITATION, ALL LIABILITIES CAUSED BY
THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE
MAY BE STRICTLY LIABLE) incurred, resulting from or arising out of the
Indemnitee's service as an officer of the Corporation, except for such
Liabilities caused by the gross negligence, willful misconduct or willful
violation of applicable law by the Indemnitee. Wyndham is willing to provide
such indemnification on the terms and conditions set forth herein.
For and in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Indemnitee and Wyndham agree as follows:
1. Indemnification. WYNDHAM SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED, RESULTING FROM OR
ARISING OUT OF THE INDEMNITEE'S SERVICE AS AN OFFICER OF THE CORPORATION,
EXCEPT FOR SUCH LIABILITIES CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR WILLFUL VIOLATION OF APPLICABLE LAW BY THE INDEMNITEE. WYNDHAM ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY
WYNDHAM TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE
NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE
STRICTLY LIABLE.
2. Cooperation. In consideration of the indemnification provided
pursuant to paragraph 1 above, the Indemnitee agrees that, upon the request of
Wyndham, whether made before, upon or after any termination of the Indemnitee's
employment by Wyndham, the Indemnitee will cooperate with Wyndham to effect the
transfer of any liquor license or licenses owned or held by the Corporation to
Wyndham or Wyndham's designee.
14
3. Further Assurances. Promptly upon the request of either party,
the other party hereto will execute any and all documents, instruments and
agreements as may be requested by the requesting party in order to carry out
the intent of this Agreement and to perfect or give further assurances of any
of the rights granted or provided for herein.
4. Miscellaneous. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the laws of
the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ ELISE TURNER
----------------------------------
Elise Turner
WYNDHAM MANAGEMENT CORPORATION, a Delaware
corporation
("Wyndham")
By: /s/ JAMES D. CARREKER
----------------------------------
Name:
---------------------------
Title:
---------------------------
15
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into this 24th day of May, 1996, by and between Elise Turner (the "Indemnitee")
and Wyndham Management Corporation, a Delaware corporation ("Wyndham").
Recitals:
The Indemnitee is the Secretary of AMMB, Inc. (the "Corporation").
The Corporation is the holder of liquor licenses for one or more hotels
managed by Wyndham.
The Indemnitee has requested that Wyndham indemnify and hold the
Indemnitee harmless from any and claims, demands, liabilities, costs, fines and
expenses (including reasonable attorneys' fees) (collectively, "Liabilities")
(WITH "LIABILITIES" TO INCLUDE, WITHOUT LIMITATION, ALL LIABILITIES CAUSED BY
THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE
MAY BE STRICTLY LIABLE) incurred, resulting from or arising out of the
Indemnitee's service as an officer of the Corporation, except for such
Liabilities caused by the gross negligence, willful misconduct or willful
violation of applicable law by the Indemnitee. Wyndham is willing to provide
such indemnification on the terms and conditions set forth herein.
For and in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Indemnitee and Wyndham agree as follows:
1. Indemnification. WYNDHAM SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED, RESULTING FROM OR
ARISING OUT OF THE INDEMNITEE'S SERVICE AS AN OFFICER OF THE CORPORATION,
EXCEPT FOR SUCH LIABILITIES CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR WILLFUL VIOLATION OF APPLICABLE LAW BY THE INDEMNITEE. WYNDHAM ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY
WYNDHAM TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE
NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE
STRICTLY LIABLE.
2. Cooperation. In consideration of the indemnification provided
pursuant to paragraph 1 above, the Indemnitee agrees that, upon the request of
Wyndham, whether made before, upon or after any termination of the Indemnitee's
employment by Wyndham, the Indemnitee will cooperate with Wyndham to effect the
transfer of any liquor license or licenses owned or held by the Corporation to
Wyndham or Wyndham's designee.
16
3. Further Assurances. Promptly upon the request of either party,
the other party hereto will execute any and all documents, instruments and
agreements as may be requested by the requesting party in order to carry out
the intent of this Agreement and to perfect or give further assurances of any
of the rights granted or provided for herein.
4. Miscellaneous. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the laws of
the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ ELISE TURNER
----------------------------------
Elise Turner
WYNDHAM MANAGEMENT CORPORATION, a Delaware
corporation
("Wyndham")
By: /s/ JAMES D. CARREKER
----------------------------------
Name:
---------------------------
Title:
---------------------------
17
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into this 24th day of May, 1996, by and between Elise Turner (the "Indemnitee")
and Wyndham Management Corporation, a Delaware corporation ("Wyndham").
Recitals:
The Indemnitee is the Secretary of OHMB, Inc. (the "Corporation").
The Corporation is the holder of liquor licenses for one or more hotels
managed by Wyndham.
The Indemnitee has requested that Wyndham indemnify and hold the
Indemnitee harmless from any and claims, demands, liabilities, costs, fines and
expenses (including reasonable attorneys' fees) (collectively, "Liabilities")
(WITH "LIABILITIES" TO INCLUDE, WITHOUT LIMITATION, ALL LIABILITIES CAUSED BY
THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE
MAY BE STRICTLY LIABLE) incurred, resulting from or arising out of the
Indemnitee's service as an officer of the Corporation, except for such
Liabilities caused by the gross negligence, willful misconduct or willful
violation of applicable law by the Indemnitee. Wyndham is willing to provide
such indemnification on the terms and conditions set forth herein.
For and in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Indemnitee and Wyndham agree as follows:
1. Indemnification. WYNDHAM SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED, RESULTING FROM OR
ARISING OUT OF THE INDEMNITEE'S SERVICE AS AN OFFICER OF THE CORPORATION,
EXCEPT FOR SUCH LIABILITIES CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR WILLFUL VIOLATION OF APPLICABLE LAW BY THE INDEMNITEE. WYNDHAM ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY
WYNDHAM TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE
NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE
STRICTLY LIABLE.
2. Cooperation. In consideration of the indemnification provided
pursuant to paragraph 1 above, the Indemnitee agrees that, upon the request of
Wyndham, whether made before, upon or after any termination of the Indemnitee's
employment by Wyndham, the Indemnitee will cooperate with Wyndham to effect the
transfer of any liquor license or licenses owned or held by the Corporation to
Wyndham or Wyndham's designee.
18
3. Further Assurances. Promptly upon the request of either party,
the other party hereto will execute any and all documents, instruments and
agreements as may be requested by the requesting party in order to carry out
the intent of this Agreement and to perfect or give further assurances of any
of the rights granted or provided for herein.
4. Miscellaneous. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the laws of
the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ ELISE TURNER
----------------------------------
Elise Turner
WYNDHAM MANAGEMENT CORPORATION, a Delaware
corporation
("Wyndham")
By: /s/ JAMES D. CARREKER
----------------------------------
Name:
---------------------------
Title:
---------------------------
19
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into this 24th day of May, 1996, by and between Elise Turner (the "Indemnitee")
and Wyndham Management Corporation, a Delaware corporation ("Wyndham").
Recitals:
The Indemnitee is the Secretary of WNMB, Inc. (the "Corporation").
The Corporation is the holder of liquor licenses for one or more hotels
managed by Wyndham.
The Indemnitee has requested that Wyndham indemnify and hold the
Indemnitee harmless from any and claims, demands, liabilities, costs, fines and
expenses (including reasonable attorneys' fees) (collectively, "Liabilities")
(WITH "LIABILITIES" TO INCLUDE, WITHOUT LIMITATION, ALL LIABILITIES CAUSED BY
THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE
MAY BE STRICTLY LIABLE) incurred, resulting from or arising out of the
Indemnitee's service as an officer of the Corporation, except for such
Liabilities caused by the gross negligence, willful misconduct or willful
violation of applicable law by the Indemnitee. Wyndham is willing to provide
such indemnification on the terms and conditions set forth herein.
For and in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Indemnitee and Wyndham agree as follows:
1. Indemnification. WYNDHAM SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED, RESULTING FROM OR
ARISING OUT OF THE INDEMNITEE'S SERVICE AS AN OFFICER OF THE CORPORATION,
EXCEPT FOR SUCH LIABILITIES CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR WILLFUL VIOLATION OF APPLICABLE LAW BY THE INDEMNITEE. WYNDHAM ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY
WYNDHAM TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE
NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE
STRICTLY LIABLE.
2. Cooperation. In consideration of the indemnification provided
pursuant to paragraph 1 above, the Indemnitee agrees that, upon the request of
Wyndham, whether made before, upon or after any termination of the Indemnitee's
employment by Wyndham, the Indemnitee will cooperate with Wyndham to effect the
transfer of any liquor license or licenses owned or held by the Corporation to
Wyndham or Wyndham's designee.
20
3. Further Assurances. Promptly upon the request of either party,
the other party hereto will execute any and all documents, instruments and
agreements as may be requested by the requesting party in order to carry out
the intent of this Agreement and to perfect or give further assurances of any
of the rights granted or provided for herein.
4. Miscellaneous. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the laws of
the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ ELISE TURNER
----------------------------------
Elise Turner
WYNDHAM MANAGEMENT CORPORATION, a Delaware
corporation
("Wyndham")
By: /s/ JAMES D. CARREKER
----------------------------------
Name:
---------------------------
Title:
---------------------------
21
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into this 24th day of May, 1996, by and between Elise Turner (the "Indemnitee")
and Wyndham Management Corporation, a Delaware corporation ("Wyndham").
Recitals:
The Indemnitee is the Secretary of MBWD, Inc. (the "Corporation").
The Corporation is the holder of liquor licenses for one or more hotels
managed by Wyndham.
The Indemnitee has requested that Wyndham indemnify and hold the
Indemnitee harmless from any and claims, demands, liabilities, costs, fines and
expenses (including reasonable attorneys' fees) (collectively, "Liabilities")
(WITH "LIABILITIES" TO INCLUDE, WITHOUT LIMITATION, ALL LIABILITIES CAUSED BY
THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE
MAY BE STRICTLY LIABLE) incurred, resulting from or arising out of the
Indemnitee's service as an officer of the Corporation, except for such
Liabilities caused by the gross negligence, willful misconduct or willful
violation of applicable law by the Indemnitee. Wyndham is willing to provide
such indemnification on the terms and conditions set forth herein.
For and in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Indemnitee and Wyndham agree as follows:
1. Indemnification. WYNDHAM SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED, RESULTING FROM OR
ARISING OUT OF THE INDEMNITEE'S SERVICE AS AN OFFICER OF THE CORPORATION,
EXCEPT FOR SUCH LIABILITIES CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR WILLFUL VIOLATION OF APPLICABLE LAW BY THE INDEMNITEE. WYNDHAM ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY
WYNDHAM TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE
NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE
STRICTLY LIABLE.
2. Cooperation. In consideration of the indemnification provided
pursuant to paragraph 1 above, the Indemnitee agrees that, upon the request of
Wyndham, whether made before, upon or after any termination of the Indemnitee's
employment by Wyndham, the Indemnitee will cooperate with Wyndham to effect the
transfer of any liquor license or licenses owned or held by the Corporation to
Wyndham or Wyndham's designee.
22
3. Further Assurances. Promptly upon the request of either party,
the other party hereto will execute any and all documents, instruments and
agreements as may be requested by the requesting party in order to carry out
the intent of this Agreement and to perfect or give further assurances of any
of the rights granted or provided for herein.
4. Miscellaneous. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the laws of
the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ ELISE TURNER
----------------------------------
Elise Turner
WYNDHAM MANAGEMENT CORPORATION, a Delaware
corporation
("Wyndham")
By: /s/ JAMES D. CARREKER
----------------------------------
Name:
---------------------------
Title:
---------------------------
23
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into this 24th day of May, 1996, by and between Elise Turner (the "Indemnitee")
and Wyndham Management Corporation, a Delaware corporation ("Wyndham").
Recitals:
The Indemnitee is the Secretary of MBWH, Inc. (the "Corporation").
The Corporation is the holder of liquor licenses for one or more hotels
managed by Wyndham.
The Indemnitee has requested that Wyndham indemnify and hold the
Indemnitee harmless from any and claims, demands, liabilities, costs, fines and
expenses (including reasonable attorneys' fees) (collectively, "Liabilities")
(WITH "LIABILITIES" TO INCLUDE, WITHOUT LIMITATION, ALL LIABILITIES CAUSED BY
THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE
MAY BE STRICTLY LIABLE) incurred, resulting from or arising out of the
Indemnitee's service as an officer of the Corporation, except for such
Liabilities caused by the gross negligence, willful misconduct or willful
violation of applicable law by the Indemnitee. Wyndham is willing to provide
such indemnification on the terms and conditions set forth herein.
For and in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Indemnitee and Wyndham agree as follows:
1. Indemnification. WYNDHAM SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED, RESULTING FROM OR
ARISING OUT OF THE INDEMNITEE'S SERVICE AS AN OFFICER OF THE CORPORATION,
EXCEPT FOR SUCH LIABILITIES CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR WILLFUL VIOLATION OF APPLICABLE LAW BY THE INDEMNITEE. WYNDHAM ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY
WYNDHAM TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE
NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE
STRICTLY LIABLE.
2. Cooperation. In consideration of the indemnification provided
pursuant to paragraph 1 above, the Indemnitee agrees that, upon the request of
Wyndham, whether made before, upon or after any termination of the Indemnitee's
employment by Wyndham, the Indemnitee will cooperate with Wyndham to effect the
transfer of any liquor license or licenses owned or held by the Corporation to
Wyndham or Wyndham's designee.
24
3. Further Assurances. Promptly upon the request of either party,
the other party hereto will execute any and all documents, instruments and
agreements as may be requested by the requesting party in order to carry out
the intent of this Agreement and to perfect or give further assurances of any
of the rights granted or provided for herein.
4. Miscellaneous. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the laws of
the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ ELISE TURNER
----------------------------------
Elise Turner
WYNDHAM MANAGEMENT CORPORATION, a Delaware
corporation
("Wyndham")
By: /s/ JAMES D. CARREKER
----------------------------------
Name:
---------------------------
Title:
---------------------------
25
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered
into this 24th day of May, 1996, by and between Elise Turner (the "Indemnitee")
and Wyndham Management Corporation, a Delaware corporation ("Wyndham").
Recitals:
The Indemnitee is the Secretary of BHMB, Inc. (the "Corporation").
The Corporation is the holder of liquor licenses for one or more hotels
managed by Wyndham.
The Indemnitee has requested that Wyndham indemnify and hold the
Indemnitee harmless from any and claims, demands, liabilities, costs, fines and
expenses (including reasonable attorneys' fees) (collectively, "Liabilities")
(WITH "LIABILITIES" TO INCLUDE, WITHOUT LIMITATION, ALL LIABILITIES CAUSED BY
THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE
MAY BE STRICTLY LIABLE) incurred, resulting from or arising out of the
Indemnitee's service as an officer of the Corporation, except for such
Liabilities caused by the gross negligence, willful misconduct or willful
violation of applicable law by the Indemnitee. Wyndham is willing to provide
such indemnification on the terms and conditions set forth herein.
For and in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Indemnitee and Wyndham agree as follows:
1. Indemnification. WYNDHAM SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED, RESULTING FROM OR
ARISING OUT OF THE INDEMNITEE'S SERVICE AS AN OFFICER OF THE CORPORATION,
EXCEPT FOR SUCH LIABILITIES CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT
OR WILLFUL VIOLATION OF APPLICABLE LAW BY THE INDEMNITEE. WYNDHAM ACKNOWLEDGES
THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY
WYNDHAM TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE
NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE
STRICTLY LIABLE.
2. Cooperation. In consideration of the indemnification provided
pursuant to paragraph 1 above, the Indemnitee agrees that, upon the request of
Wyndham, whether made before, upon or after any termination of the Indemnitee's
employment by Wyndham, the Indemnitee will cooperate with Wyndham to effect the
transfer of any liquor license or licenses owned or held by the Corporation to
Wyndham or Wyndham's designee.
26
3. Further Assurances. Promptly upon the request of either party,
the other party hereto will execute any and all documents, instruments and
agreements as may be requested by the requesting party in order to carry out
the intent of this Agreement and to perfect or give further assurances of any
of the rights granted or provided for herein.
4. Miscellaneous. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the laws of
the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
/s/ ELISE TURNER
----------------------------------
Elise Turner
WYNDHAM MANAGEMENT CORPORATION, a
Delaware corporation
("Wyndham")
By: /s/ JAMES D. CARREKER
----------------------------------
Name:
---------------------------
Title:
---------------------------