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 are incurred by reason of the Advisor's bad faith, fraud, misconduct or negligence, but 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 5 contracts
Samples: Advisory Agreement (CNL Retirement Properties Inc), Advisory Agreement (CNL Retirement Properties Inc), Advisory Agreement (CNL Retirement Properties Inc)
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 are incurred by reason of the Advisor's bad faith, fraud, misconduct willful misfeasance, misconduct, or negligencereckless disregard of its duties, but 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 4 contracts
Samples: Amended and Restated Advisory Agreement (Wells Timberland REIT, Inc.), Advisory Agreement (Wells Timber Real Estate Investment Trust, Inc.), Advisory Agreement (Wells Total Return REIT, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and/or either Affiliated Partnership and their respective officers, directors and employees from contract or other liabilityand against any and all liabilities, claims, damagesdamages or losses, taxes or losses and related expenses including attorneys' reasonable attorney's fees, to which arise directly from the extent that such liabilityfraud, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason willful misconduct of the Advisor's bad faith, fraud, misconduct or negligence, but the reckless disregard by 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 Advisorits responsibilities under this Agreement.
Appears in 2 contracts
Samples: 6 Advisory Agreement (Captec Net Lease Realty Inc), 6 Advisory Agreement (Captec Net Lease Realty Inc)
