INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from Losses, including reasonable attorneys’ fees to the extent that such Losses 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 20 contracts
Samples: Merger Agreement, Advisory Agreement (American Realty Capital New York City REIT, Inc.), Advisory Agreement (Healthcare Trust, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and Company, the Operating Partnership and any of their respective Affiliates from Losses, including reasonable attorneys’ fees fees, to the extent that such Losses 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 12 contracts
Samples: Advisory Agreement (American Realty Capital New York City REIT II, Inc.), Advisory Agreement (American Realty Capital New York City REIT II, Inc.), Advisory Agreement (American Realty Capital New York City REIT II, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from Losses, including reasonable attorneys’ fees to the extent that such Losses 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 (American Realty Capital Healthcare Trust Inc), Advisory Agreement (American Realty Capital Healthcare Trust Inc), Advisory Agreement (American Realty Capital Healthcare Trust Inc)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from Losses, including reasonable attorneys’ fees to the extent that such Losses 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 2 contracts
Samples: Advisory Agreement (American Realty Capital Daily Net Asset Value Trust, Inc.), Advisory Agreement (American Realty Capital Daily Net Asset Value Trust, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from Losses, including reasonable attorneys’ fees fees, to the extent that such Losses 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 1 contract
Samples: Advisory Agreement (American Realty Capital Global Trust, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from Losses, including reasonable attorneys’ fees to the extent that such Losses 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 under this Agreement, however, that but the Advisor shall not be held responsible for any action or inaction of the Board or the Company in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 1 contract
Samples: Advisory Management Agreement (Behringer Harvard Opportunity REIT I, Inc.)
