Common use of INDEMNIFICATION BY ADVISOR Clause in Contracts

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company from contract or other liability, claims, damages, taxes or losses and related expenses, including attorneys' fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and which arise out of or are incurred by reason of (a) any act by the Advisor which is outside the scope of Advisor's authority under this Agreement and which has not otherwise been requested of the Advisor by the Board of Directors or the Conflicts Committee, (b) the gross negligence, bad faith, fraud, willful misfeasance or misconduct of the Advisor or its employees, officers or agents, or (c) Advisor's breach of the duties and obligations required by this Agreement to be performed by Advisor.

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company from contract or other liability, claims, damages, taxes or losses and related expenses, including attorneys' ’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and which arise out of or are incurred by reason of (a) any act by the Advisor which is outside the scope of Advisor's ’s authority under this Agreement and which has not otherwise been requested of the Advisor by the Board of Directors or the Conflicts Committee, (b) the gross negligence, bad faith, fraud, willful misfeasance or misconduct of the Advisor or its employees, officers or agents, or (c) Advisor's ’s breach of the duties and obligations required by this Agreement to be performed by Advisor.