Common use of Indemnification by Manager Clause in Contracts

Indemnification by Manager. Manager agrees to indemnify, defend and hold Owner harmless from any and all liability, claim, loss, cost, damage or expense (including without limitation, attorneys' fees and expenses) to any third person incurred by reason of any acts of commission or omission or any negligent or tortious acts by Manager or its respective agents or employees. Without limiting the foregoing, Manager shall: (a) Be fully responsible for the performance of all of its employees and agents; (b) Pay any sums as are due to contractors or other parties as a result of Manager's failure to abide by the terms of any contract, agreement or other arrangement; (c) Hold Owner harmless from and indemnify Owner against any and all obligations and expenditures incurred or made by Manager and not made pursuant to an approved Budget or otherwise approved by Owner or as authorized herein; and (d) Be fully responsible for all costs and expenses reasonably incurred by Owner arising out of the failure of Manager or its employees to fully control and secure the Property as expressly required herein and as approved by Owner including but not limited to any claims, costs or expenses directly or indirectly associated with the misuse of keys accessing any portion of the Property, including, but not limited to, keys to tenant spaces. In such event, Manager shall pay over, reimburse and make good to Owner all sums of money that Owner shall pay, or cause to be paid, or become liable to pay, under or by reason of this Agreement, including any and all charges and expenses of whatsoever kind and nature in connection therewith or in connection with any litigation, investigation or other matters in connection with such payment or payments. Notwithstanding the foregoing, Owner agrees not to hold Manager liable under this Section except to the extent Owner is unable to recover any loss from: (i) any third party insurance carriers pursuant to any insurance policies maintained by Owner or Manager or contractors or other parties on the Property (provided that Manager shall take all proper and necessary action to file the appropriate claims under such insurance policies); (ii) any indemnities, warranties or guarantees granted to Owner or Manager by any vendors or contractors (provided that Manager shall take all proper and necessary action to enforce any such indemnities, warranties or guaranties); or (iii) where applicable on commercial properties, any operating expense pass-through provisions contained in any leases of space in the Property.

Indemnification by Manager. Subject to Sections 11.3.3 and 11.3.4, Manager agrees to shall defend, indemnify, defend and hold Owner harmless from any Owner, Hotel Operator and all liabilitytheir Affiliates, claimand their respective owners, lossmanagers, costtrustees, damage or expense (including without limitationbeneficiaries, attorneys' fees and expenses) to any third person incurred by reason of any acts of commission or omission or any negligent or tortious acts by Manager or its respective agents or employees. Without limiting the foregoingdirectors, Manager shall: (a) Be fully responsible for the performance of all of its officers, employees and agents; , and the successors and assigns of each of the foregoing (bcollectively, the “Owner Indemnified Parties”) Pay any sums as are due to contractors or other parties as a result of Manager's failure to abide by the terms of any contractfor, agreement or other arrangement; (c) Hold Owner harmless from and indemnify Owner against any and all obligations and expenditures incurred Third-Party Claims that any Owner Indemnified Parties incur to the extent such Third-Party Claims are caused by (a) infringement or made any other circumstances relating to or arising from the Manager Proprietary Information or the Manager Trademarks, (b) the fraud, willful misconduct, unlawful act or negligence of Manager, its Affiliates, or any person employed by corporate employees of Manager or anyone for whose acts or omissions Manager may be liable (expressly excluding Venues Personnel to the extent not otherwise caused by Manager’s, its Affiliates’ gross negligence or willful misconduct in the hiring, training or supervision of the Venues Personnel), (c) the breach by Manager of any representation, warranty, covenant or agreement thereof set forth in this Agreement, including, without limitation, all representations and not made pursuant warranties pertaining to an approved Budget Manager’s ownership and use of the Manager Proprietary Information, or otherwise approved by Owner or as authorized herein; and (d) Be fully responsible any action taken by Manager which is beyond the scope of Manager’s authority under this Agreement. In the event a Third-Party Claim arises within the ambit of subsection (b) above on account of actions or omissions by a Manager employee having a title or position lower than Senior Vice President (or the functional equivalent, regardless of such employee’s title), Manager will not be liable hereunder for all costs and expenses reasonably incurred such Third-Party Claim not caused by Owner arising out of the failure of Manager or its employees to fully control and secure the Property as expressly required herein and as approved by Owner including but not limited to any claims, costs or expenses directly or indirectly associated with the misuse of keys accessing any portion of the Property, including, but not limited to, keys to tenant spaces. In such event, Manager shall pay over, reimburse and make good to Owner all sums of money that Owner shall pay, by gross negligence or cause to be paid, or become liable to pay, under or by reason of this Agreement, including any and all charges and expenses of whatsoever kind and nature in connection therewith or willful misconduct in connection with any litigationhiring, investigation training or other matters in connection with such payment or payments. Notwithstanding the foregoing, Owner agrees not to hold Manager liable under this Section except to the extent Owner is unable to recover any loss from: (i) any third party insurance carriers pursuant to any insurance policies maintained by Owner or Manager or contractors or other parties on the Property (provided that Manager shall take all proper and necessary action to file the appropriate claims under such insurance policies); (ii) any indemnities, warranties or guarantees granted to Owner or Manager by any vendors or contractors (provided that Manager shall take all proper and necessary action to enforce any such indemnities, warranties or guaranties); or (iii) where applicable on commercial properties, any operating expense pass-through provisions contained in any leases of space in the Propertysupervision.