Common use of Exculpation and Indemnification of Manager Clause in Contracts

Exculpation and Indemnification of Manager. (i) To the fullest extent permitted by applicable law, Manager shall not be liable to the Owners or any person claiming through any or all of the Owners for any loss, damage or claim incurred by reason of any act or omission performed or omitted by Manager in good faith and in a manner reasonably believed by Manager to be within the scope of the authority conferred on Manager by the Owners pursuant to this Agreement, except that Manager shall be liable for any such loss, damage or claim incurred by reason of Manager's gross negligence or willful misconduct. (ii) To the fullest extent permitted by applicable law, Manager shall be entitled to indemnification, jointly and severally, by the Owners (each with subordinate right of pro rata contribution from each other Owner on the basis of the ratio of the total area of the contributing Owner's Parcel(s) to the total area of the Land) for any loss, damage or claim incurred by Manager by reason of any act or omission performed or omitted by Manager in good faith and in a manner reasonably believed by Manager to be within the scope of the authority conferred on Manager by the Owners pursuant to this Agreement, except that Manager shall not be entitled to be indemnified in respect of any such loss, damage or claim incurred by reason of Manager's gross negligence or willful misconduct. (iii) To the fullest extent permitted by applicable law, the Owners shall be obliged, jointly and severally (each with subordinate right of pro rata contribution from each other Owner on the basis of the ratio of the total area of the contributing Owner's Parcel(s) to the total area of the Land), to advance to Manager any expenses (including reasonable legal fees) incurred by Manager in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Owners of an undertaking by or on behalf of Manager to repay such amount if it shall be determined that Manager is not entitled to be indemnified as authorized in this Section 2(g). (iv) Manager shall be fully protected in relying in good faith upon such information, opinions, reports or statements presented to the Owners by any person as to matters Manager reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Owners. (v) To the extent that any provision of this Section 2(g) restricts or eliminates duties or liabilities of Manager otherwise existing at law or in equity, the Owners hereby acknowledge and agree that such provision is intended to replace such other duties or liabilities. For avoidance of doubt, the Owners agree that Manager, even if Manager is one of the Owners or an affiliate thereof, shall not be a fiduciary and shall owe no fiduciary duty to any Owner or other person. (vi) This Section 2(g) shall survive any termination of this Agreement.

Exculpation and Indemnification of Manager. (i) To the fullest extent permitted by applicable law, Manager shall not be liable to the Owners or any person claiming through any or all of the Owners for any loss, damage or claim incurred by reason of any act or omission performed or omitted by Manager in good faith and in a manner reasonably believed by Manager to be within the scope of the authority conferred on Manager by the Owners pursuant to this Agreement, except that Manager shall be liable for any such loss, damage or claim incurred by reason of Manager's ’s gross negligence or willful misconduct. (ii) To the fullest extent permitted by applicable law, Manager shall be entitled to indemnification, jointly and severally, by the Owners (each with subordinate right of pro rata contribution from each other Owner on the basis of the ratio of the total area of the contributing Owner's ’s Parcel(s) to the total area of the Land) for any loss, damage or claim incurred by Manager by reason of any act or omission performed or omitted by Manager in good faith and in a manner reasonably believed by Manager to be within the scope of the authority conferred on Manager by the Owners pursuant to this Agreement, except that Manager shall not be entitled to be indemnified in respect of any such loss, damage or claim incurred by reason of Manager's ’s gross negligence or willful misconduct. (iii) To the fullest extent permitted by applicable law, the Owners shall be obliged, jointly and severally (each with subordinate right of pro rata contribution from each other Owner on the basis of the ratio of the total area of the contributing Owner's ’s Parcel(s) to the total area of the Land), to advance to Manager any expenses (including reasonable legal fees) incurred by Manager in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Owners of an undertaking by or on behalf of Manager to repay such amount if it shall be determined that Manager is not entitled to be indemnified as authorized in this Section 2(g). (iv) Manager shall be fully protected in relying in good faith upon such information, opinions, reports or statements presented to the Owners by any person as to matters Manager reasonably believes are within such other person's ’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Owners. (v) To the extent that any provision of this Section 2(g) restricts or eliminates duties or liabilities of Manager otherwise existing at law or in equity, the Owners hereby acknowledge and agree that such provision is intended to replace such other duties or liabilities. For avoidance of doubt, the Owners agree that Manager, even if Manager is one of the Owners or an affiliate thereof, shall not be a fiduciary and shall owe no fiduciary duty to any Owner or other person. (vi) This Section 2(g) shall survive any termination of this Agreement.