Indemnification by Management Company. The Management Company shall indemnify the Trust and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by the Trust which result from: (i) the Management Company’s failure to comply with the terms of this Agreement; (ii) the Management Company’s lack of good faith in performing its obligations hereunder; (iii) the negligence or misconduct of the Management Company, or its employees, agents or contractors in connection herewith. The Trust shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of the Management Company, or any affiliated person of an affiliated person of the Management Company, unless such negligence or misconduct results from or is accompanied by negligence or misconduct on the part of the Management Company, any affiliated person of the Management Company, or any affiliated person of an affiliated person of the Management Company. Before confessing any claim against it which may be subject to indemnification hereunder, the Trust shall give the Management Company reasonable opportunity to defend against such claim in its own name or in the name of the Trust.
Indemnification by Management Company. Subject to the limitations set forth in this Article 8, Management Company hereby agrees to indemnify and hold harmless Tenant at all times against and with respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys’ fees and expenses, costs of litigation and costs of investigation (but not including any adjustments or credits expressly provided for in this Agreement) (“Tenant Losses”):
(a) resulting from a material breach of a representation or warranty contained in Section 6.2 of this Agreement;
(b) resulting from gross negligence or willful misconduct of Management Company in exercising its duties and responsibilities hereunder; or
(c) Management Company’s uncured material breach of this Agreement.
Indemnification by Management Company. The Management Company shall indemnify, hold harmless and defend the Medical Group, its officers, directors, partners, members, employees, agents and independent contractors from and against any and all liabilities, losses, damages, claims, causes of action and expenses (including reasonable attorneys' fees and expenses), whether or not covered by insurance, caused or asserted to have been caused, directly or indirectly, by or as a result of (i) the performance of Management Services, (ii) any other acts or omissions of the Management Company and its employees or (iii) any breach of or failure to perform any obligation under this Agreement or the Transaction Documents by the Management Company and/or its partners, agents, employees and/or subcontractors (other than the Medical Group) during the Term.
Indemnification by Management Company. The Management Company shall indemnify, hold harmless and defend the Medical Group, its officers, directors, employees, agents and independent contractors from and against any and all liabilities, losses, damages, claims, causes of action and expenses (including reasonable attorneys' fees and expenses), whether or not covered by insurance, caused or asserted to have been caused, directly or indirectly, by or as a result of (i) the performance of Management Services, (ii) any other acts or omissions of the Management Company and its employees or (iii) any breach of or failure to perform any obligation under this Agreement or the Transaction Documents by the Management Company and/or its employees and/or their respective agents and/or subcontractors (other than the Medical Group) during the Term.
Indemnification by Management Company. The Management Company shall indemnify, hold harmless and defend the Medical Group, its officers, directors, shareholders, employees, agents and independent contractors from and against any and all liabilities, losses, damages, claims, causes of action and expenses (including reasonable attorneys' fees and expenses), whether or not covered by insurance, caused or asserted to have been caused, directly or indirectly, by or as a result of (i) the performance of Management Services, (ii) any other acts or omissions of the Management Company and its employees or (iii) any breach of or failure to perform any obligation under this Agreement or the Management Company Transaction Documents by the Management Company and/or its agents, employees and/or subcontractors (other than the Medical Group) during the Term. In addition, the Management Company shall indemnify and hold harmless the Medical Group, its officers, directors, shareholders, employees, agents and independent contractors from and against any legal and related out of pocket costs actually incurred in defending any violation or alleged violation of applicable law arising as a direct result of the structure of this Agreement or the underlying economic and financial arrangements thereof; provided, however, that in no event shall the liability of the Management Company in connection with the indemnification obligation set forth in this sentence exceed the aggregate amount of $50,000.
Indemnification by Management Company. The Management Company shall indemnify the Trust and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by the Trust which result from: (i) the Management Company’s failure to comply with the terms of this Agreement; (ii) the Management Company’s lack of good faith in performing its obligations hereunder; (iii) the negligence or misconduct of the Management Company, or its employees, agents or contractors in connection herewith. The Trust shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of the Management Company, any affiliated person of the Management Company, or any affiliated person of an affiliated person of the Management Company. Before confessing any claim against it which may be subject to indemnification hereunder, the Trust shall give the Management Company reasonable opportunity to defend against such claim in its own name or in the name of the Trust.
Indemnification by Management Company. Subject to the limitations set forth in this Article 8, Management Company hereby agrees to indemnify and hold harmless Tenant, its Affiliates and Subsidiaries against and with respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys’ fees and expenses, costs of litigation and costs of investigation (but not including any adjustments or credits expressly provided for in this Agreement) (“Tenant Losses”):
(a) resulting from any breach of a representation or warranty contained in Section 6.2 of this Agreement;
(b) resulting from the negligence or willful misconduct of Management Company in exercising its duties and responsibilities hereunder; or
(c) Management Company’s uncured breach of this Agreement. Tenant and Management Company agree that the parties hereto shall first look to any insurance for coverage with respect to any of the indemnification obligations contemplated by this Section 8.2.
Indemnification by Management Company. Management Company hereby agrees to indemnify and hold harmless Staffing Company at all times from and after the Effective Date against and with respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys’ fees and expenses, costs of litigation and costs of investigation (but not including any adjustments or credits expressly provided for in this Agreement):
(a) resulting from any breach of a representation, warranty, covenant or agreement of Management Company contained in this Agreement;
(b) resulting from gross negligence or willful misconduct of Management Company in exercising its duties and responsibilities hereunder;
(c) or Management Company’s uncured breach of this Agreement.
Indemnification by Management Company. MANAGEMENT COMPANY agrees to indemnify and hold AmCOMP and its officers, directors and agents harmless from and against all claims, demands, costs, damages, judgments, attorneys’ fees, expenses, obligations and liabilities of any kind or nature that occur, arise or result from MANAGEMENT COMPANY’s performance of its duties hereunder or from a breach of this Contract by MANAGEMENT COMPANY.
Indemnification by Management Company. The Management Company will indemnify, hold harmless and defend the Medical Group, its partners, members, officers, directors, stockholders, employees, agents and independent contractors from and against any and all liabilities, losses, damages, claims, causes of action and expenses (including reasonable attorneys' fees and expenses), whether or not covered by insurance, caused or asserted to have been caused, directly or indirectly, by or as a result of (i) the performance of Management Services, (ii) any other acts or omissions of the Management Company and its employees or (iii) any breach of or failure to perform any obligation under this Agreement (including without limitation, representations and warranties made herein and covenants undertaken hereby) by the Management Company and/or its agents, employees and/or subcontractors (other than the Medical Group).
