Common use of INDEMNIFICATION BY ADVISOR Clause in Contracts

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership 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 are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 51 contracts

Samples: Advisory Agreement, Advisory Agreement (Moody National REIT II, Inc.), Advisory Agreement (NorthStar/RXR New York Metro Real Estate, Inc.)

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INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses expenses, including reasonable attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 32 contracts

Samples: Advisory Agreement (Benefit Street Partners Realty Trust, Inc.), Advisory Agreement (Realty Finance Trust, Inc.), Advisory Agreement (New York REIT, Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership 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 are incurred by reason of the Advisor’s gross negligence, bad faith, fraud, willful misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the but Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 20 contracts

Samples: Advisory Agreement (Griffin Capital Essential Asset REIT, Inc.), Advisory Agreement (Griffin Capital Essential Asset REIT II, Inc.), Advisory Agreement (Griffin Capital Essential Asset REIT II, Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership 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 are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 19 contracts

Samples: Advisory Agreement (Steadfast Apartment REIT III, Inc.), Advisory Agreement (Steadfast Apartment REIT, Inc.), Advisory Agreement (Steadfast Income REIT, Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses expenses, including reasonable hourly attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining for which the Board declined to follow any advice or recommendation given by the AdvisorAdvisor to the Board prior to taking such action.

Appears in 15 contracts

Samples: Advisory Agreement (Sterling Real Estate Trust), Advisory Agreement (Sterling Real Estate Trust), Advisory Agreement (Sterling Real Estate Trust)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional willful misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 10 contracts

Samples: Advisory Agreement (RREEF Property Trust, Inc.), Advisory Agreement (RREEF Property Trust, Inc.), Advisory Agreement (RREEF Property Trust, Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional willful misconduct, gross negligence or reckless disregard of its dutiesduties under this Agreement; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 10 contracts

Samples: Advisory Agreement (IPC Alternative Real Estate Income Trust, Inc.), Advisory Agreement (Cohen & Steers Income Opportunities REIT, Inc.), Advisory Agreement (Cohen & Steers Income Opportunities REIT, Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses expenses, including attorneys' fees, to the extent that such liability, claims, damages, taxes or taxes, losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s 's bad faith, fraud, willful misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that but the Advisor shall not be held responsible for any action of the Company's Board of Directors in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 9 contracts

Samples: Advisory Services Agreement (Boston Capital Real Estate Investment Trust Inc), Advisory Services Agreement (Boston Capital Real Estate Investment Trust Inc), Advisory Services Agreement (Boston Capital Real Estate Investment Trust Inc)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership 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 are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 8 contracts

Samples: Advisory Agreement (Clarion Partners Property Trust Inc.), Advisory Agreement (Clarion Partners Property Trust Inc.), Advisory Agreement (Clarion Property Trust Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the . The Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 5 contracts

Samples: Advisory Agreement (Cole Real Estate Income Strategy (Daily Nav), Inc.), Advisory Agreement (Cole Real Estate Income Strategy (Daily Nav), Inc.), Advisory Agreement (Cole Real Estate Income Strategy (Daily Nav), Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership 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 are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 5 contracts

Samples: Advisory Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Advisory Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Advisory Agreement (Bluerock Enhanced Multifamily Trust, Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including reasonable attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 5 contracts

Samples: Advisory Agreement (Independence Realty Trust, Inc), Advisory Agreement (Independence Realty Trust, Inc), Advisory Agreement (Empire American Realty Trust Inc)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership Company, from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional willful misconduct, gross negligence or reckless disregard of its dutiesduties under this Agreement; provided, however, that the Advisor shall not be held responsible for any action of the Board Manager in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 5 contracts

Samples: Advisory Agreement (Birgo Reiturn Fund Manager LLC), Advisory Agreement (Birgo Reiturn Fund Manager LLC), Advisory Agreement (Birgo Reiturn Fund Manager LLC)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership 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 are incurred by reason of the Advisor’s 's bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 4 contracts

Samples: Advisory Agreement (Parking REIT, Inc.), Merger Agreement (MVP REIT, Inc.), Merger Agreement (MVP REIT II, Inc.)

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INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership Partnership, including their respective officers, directors and partners, 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 are incurred by reason of the Advisor’s gross negligence, bad faith, fraud, willful misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the but Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 3 contracts

Samples: Advisory Agreement, Advisory Agreement (Strategic Student & Senior Housing Trust, Inc.), Advisory Agreement (Strategic Student & Senior Housing Trust, Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liabilityliabilities, claims, damages, taxes or losses and related expenses expenses, including reasonable attorneys’ fees, to the extent that such liabilityliabilities, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 3 contracts

Samples: Advisory Agreement (United Realty Trust Inc), Advisory Agreement (United Realty Trust Inc), Advisory Agreement (United Realty Trust Inc)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses expenses, including reasonable attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, howeverhowever , that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 3 contracts

Samples: Advisory Agreement (American Realty Capital Trust IV, Inc.), Advisory Agreement (American Realty Capital Daily Net Asset Value Trust, Inc.), Advisory Agreement (American Realty Capital Global Daily Net Asset Value Trust, Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership 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 are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional willful misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 3 contracts

Samples: Advisory Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Advisory Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Advisory Agreement (Jones Lang LaSalle Income Property Trust, Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership 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 are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; providedduties;provided, however, that the Advisor shall not be held responsible for any action of the Board of Directors in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 2 contracts

Samples: Advisory Agreement (Moody National REIT I, Inc.), Advisory Agreement (Moody National REIT I, Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership 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 are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; providedduties;provided, however, that the Advisor shall not be held responsible for any action of the Board of Directors in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 2 contracts

Samples: Advisory Agreement (Moody National REIT I, Inc.), Advisory Agreement (Moody National REIT I, Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership 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 are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board of Directors in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 1 contract

Samples: Advisory Agreement (Green Realty Trust, Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional willful misconduct, gross negligence or reckless disregard of its dutiesduties under this Agreement; provided, however, that the Advisor shall not be held responsible for any action or inaction of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 1 contract

Samples: Advisory Agreement (Ashford Inc.)

INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys' fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Advisor’s 's bad faith, fraud, misfeasance, intentional willful misconduct, gross negligence or reckless disregard of its dutiesduties under this Agreement; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

Appears in 1 contract

Samples: Advisory Agreement (Franklin BSP Real Estate Debt, Inc.)

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