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SEC Filings

S-8
WASHINGTON PRIME GROUP INC. filed this Form S-8 on 05/20/2019
Entire Document
 
 

 

An Indiana corporation may also pay for or reimburse the reasonable expenses incurred by an officer or director who is a party to a proceeding in advance of final disposition of the proceeding if such individual furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the required standard of conduct and a written undertaking to repay the advance if it is ultimately determined that he or she did not meet the required standard of conduct, and a determination is made that the facts then known to those making the determination would not preclude indemnification under Chapter 37.

 

Chapter 37 of the IBCL states that the indemnification provided for therein is not exclusive of any other rights to which a person may be entitled under the articles of incorporation, bylaws or resolutions of the board of directors or shareholders.

 

The Company’s Articles of Incorporation and Bylaws provide for indemnification of its directors and officers, to the fullest extent permitted by the IBCL, as well as for advancement of expenses. The Company has also entered into indemnification agreements with its directors and executive officers providing such persons with indemnification, to the fullest extent permitted by the IBCL, as well as for advancement of expenses.

 

In addition, the Company has a directors’ and officers’ liability and company reimbursement policy that insures against certain liabilities, subject to applicable retentions.

 

The Partnership Agreement provides that the Operating Partnership is required to indemnify the Company and is also required to indemnify the Company’s officers and directors to the same extent such individuals would be indemnified by the Company pursuant to the Articles of Incorporation; provided, however, that no partner of the Operating Partnership will have any personal liability with respect to such indemnification and any such indemnification is to be satisfied solely out of the assets of the Operating Partnership. 

 

ITEM 7.

EXEMPTION FROM REGISTRATION CLAIMED.

 

Not applicable.

 

ITEM 8.

EXHIBITS.

 

The Exhibits to this Registration Statement are listed in the Exhibit Index preceding the signature page of this Registration Statement, which Exhibit Index is incorporated herein by reference.

 

ITEM 9.

UNDERTAKINGS.

 

 

(a)

The undersigned Registrant hereby undertakes:

 

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

 

 

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