Delegation; Standards; Indemnification Sample Clauses
The "Delegation; Standards; Indemnification" clause defines the conditions under which a party may delegate its contractual duties to third parties, sets the quality or performance standards that must be maintained during such delegation, and establishes responsibility for any losses or damages arising from the delegate's actions. Typically, this clause requires that any delegated tasks meet the same standards as if performed by the original party, and obligates the delegating party to indemnify the other party for any harm caused by the delegate's failure to meet those standards. Its core function is to ensure that delegation does not compromise contract performance and to allocate risk by holding the delegating party accountable for the actions of their delegates.
Delegation; Standards; Indemnification. (a) Subject to the terms of this Agreement, the General Partner may, at any time, delegate any of its powers, duties and responsibilities to an Affiliate. Any delegation pursuant to this Section 6.02(a) shall not, however, relieve the General Partner of any of its obligations hereunder.
(b) The Company shall enter into, or cause its Subsidiary that owns Property to enter into:
(i) a Development Management Agreement with the General Partner or its Affiliate to oversee the construction and development of each New Development and each Redevelopment; and
(ii) a Management and Leasing Agreement with the General Partner or its Affiliate to cover the management and leasing of each Property owned, directly or indirectly, by the Partnership. The management fees, leasing commissions and finders’ fees payable for the services shall be as set forth in the Management and Leasing Agreement provided that such fees shall not at any time exceed the then current market rates for such services in the area in which the affected Property is located. Notwithstanding the foregoing, in the event that lender approval is not obtained for the assumption of any of the Assumed Financing prior to the contribution or sale of the applicable Entity to the Company, the then-existing management agreement for such Entity (the “Existing Management Agreement”) shall remain in place and effective until such approval is obtained or such Assumed Financing is paid off, defeased or refinanced; provided, however, that as between the “Manager” and the “Owner” under such Existing Management Agreement, the fees and obligations set forth in the form of Management and Leasing Agreement attached hereto as Exhibit B shall control. By executing this Agreement on behalf of the General Partner, LPLP hereby consents to and agrees to be bound by the immediately preceding sentence.
(c) It is the intention of the Partners that, to the extent feasible, all other actions taken on behalf of the Company shall be taken by the General Partner or its authorized delegates, subject to the provisions of this Agreement and the approval rights of NYSCRF pursuant to Section 6.04.
(d) The General Partner shall perform its duties hereunder with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, for the exclusive benefit and protection of the C...
Delegation; Standards; Indemnification. (a) Subject to the terms of this Agreement, the Managing Member may, at any time, delegate any of its powers, duties and responsibilities to its Affiliate. Any delegation pursuant to this Section 7.02(a) shall not, however, relieve the Managing Member of any of its obligations hereunder.
(b) It is the intention of the Members that, to the extent feasible and except as expressly provided in Section 7.01(b), all other actions taken on behalf of the Company shall be taken by the Managing Member or its authorized delegates, subject to the approval rights of the Members set forth in Section 7.03.
(c) The Managing Member shall perform its duties hereunder with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, for the exclusive benefit and protection of the Company, except that the Managing Member shall not be required to diversify the Company’s assets.
(d) In the performance of its duties and responsibilities and the exercise of its right, power, authority and discretion under this Agreement:
(i) the Managing Member shall act solely in the interests of the Company; and
(ii) neither the Managing Member nor any Affiliate of the Managing Member shall deal with the assets of the Company in its own interests or for its own account.
(e) The Company (but not any Member) shall indemnify, defend and hold harmless the Members, their Affiliates and their respective trustees, officers, directors, members, partners, shareholders, employees and agents (each individually an “Indemnified Party” and collectively the “Indemnified Parties”) in the event it was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of any acts or omissions, or alleged acts or omissions, arising out of the activities of any Indemnified Party on behalf of the Company, or in furtherance of the interests of the Company, against any and all costs, losses, damages or expenses of any nature whatsoever (including attorneys’ fees, judgments, fines and accounts paid in settlement) actually incurred by any Indemnified Party in connection with such action, suit or proceeding so long as the Indemnified Party believed in good faith that its actions were within the scope of this Agreement and the ...