BY RMR. RMR shall indemnify, defend and hold the Company and its subsidiaries and their respective directors, trustees, officers, employees and agents harmless from and against Losses and Expenses suffered by them by reason of or arising out of any willful bad faith or gross negligence in the performance of any obligation or agreement of RMR herein. Any dispute, claim or controversy between the Company and RMR as to whether RMR acted with willful bad faith or gross negligence in the performance of any obligation or agreement of RMR herein shall be arbitrated in accordance with Section 11, except that, notwithstanding anything to the contrary in Section 11, the costs and expenses of the prevailing party to such arbitration shall be paid by the non-prevailing party to such arbitration.
Appears in 3 contracts
Samples: Business Management and Shared Services Agreement (Travelcenters of America LLC), Business Management and Shared Services Agreement (Travelcenters of America LLC), And Shared Services Agreement (Travelcenters of America LLC)
BY RMR. RMR shall indemnify, defend and hold the Company and its subsidiaries and their respective directors, trustees, officers, employees and agents harmless from and against Losses and Expenses suffered by them by reason of or arising out of any willful bad faith or gross negligence in the performance of any obligation or agreement of RMR herein. Any dispute, claim or controversy between the Company and RMR as to whether RMR acted with willful bad faith or gross negligence in the performance of any obligation or agreement of RMR herein shall be arbitrated in accordance with Section 1114, except that, notwithstanding anything to the contrary in Section 1114, the costs and expenses of the prevailing party to such arbitration shall be paid by the non-prevailing party to such arbitration.
Appears in 2 contracts
Samples: Business Management and Shared Services Agreement (Five Star Quality Care Inc), And Shared Services Agreement (Five Star Quality Care Inc)
BY RMR. RMR shall indemnify, defend and hold the Company and its subsidiaries and their respective directors, trustees, officers, employees and agents harmless from and against Losses and Expenses suffered by them by reason of or arising out of any willful bad faith or gross negligence in the performance of any obligation or agreement of RMR herein. Any dispute, claim or controversy between the Company and RMR as to whether RMR acted with willful bad faith or gross negligence in the performance of any obligation or agreement of RMR herein shall be arbitrated in accordance with Section 1113, except that, notwithstanding anything to the contrary in Section 1113, the costs and expenses of the prevailing party to such arbitration shall be paid by the non-prevailing party to such arbitration.
Appears in 1 contract
Samples: Business Management and Shared Services Agreement (Five Star Quality Care Inc)
