INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from all liability, claims, damages, taxes or losses and related expenses, including reasonable attorneys’ fees and taxes, 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 gross 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.
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Samples: Advisory Agreement (CNL Healthcare Properties II, Inc.), Advisory Agreement (CNL Healthcare Properties II, Inc.), Form of Advisory Agreement (CNL Healthcare Properties II, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from all contract or other liability, claims, damages, taxes or losses and related expenses, expenses including reasonable attorneys’ fees and taxesfees, 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 misconduct or gross negligencenegligence of its duties; provided, but 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.
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