Common use of Indemnification by Manager Clause in Contracts

Indemnification by Manager. Manager shall indemnify, defend, and hold harmless Owner, its partners and members and their respective partners, members, officers, directors, agents, and employees ("OWNER INDEMNITEES") against any and all Losses in connection with third party claims against any Owner Indemnitee that result from any Manager Indemnitee's fraud, gross negligence, willful misconduct or action outside the scope of authority granted hereunder.

Indemnification by Manager. Manager shall indemnifyindemnify Owner and the Company, defend, the OP and hold harmless Owner, its partners and members Advisor (and their respective partnersdirectors, shareholders, members, officers, directorstrustees, agents, employees and employees ("OWNER INDEMNITEES"officers) with counsel reasonably satisfactory to both the Owner and the Manager’s insurer, for, from and against any and all Losses in connection with third party claims against any Owner Indemnitee that result from any Manager Indemnitee's fraudClaims, which arise out of the gross negligence, negligence or willful misconduct or action outside the scope of authority granted hereunderManager.

Indemnification by Manager. Manager shall agrees to indemnify, defend, defend and hold Owner harmless Owner, its partners and members and their respective partners, members, officers, directors, agents, and employees ("OWNER INDEMNITEES") against from any and all Losses in connection with liability, claim, loss, cost, damage or expense (including without limitation, attorneys' fees and expenses) to any third party claims against person incurred by reason of any Owner Indemnitee that result from acts of commission or omission or any negligent or tortious acts by Manager Indemnitee's fraudor its respective agents or employees. Without limiting the foregoing, gross negligence, willful misconduct or action outside the scope of authority granted hereunder.Manager shall:

Indemnification by Manager. The Manager shall indemnify, defend, defend and hold harmless Ownerthe Company, its partners and members the Member(s) and their respective partners, members, officers, directors, agents, Constituents (including without limitation the Representative(s)) to the full extent permitted by Law from and employees ("OWNER INDEMNITEES") against any and all Losses liabilities, losses, claims, costs, damages and expenses (including without limitation Costs of Litigation) arising from, or in connection with third party claims against with, any Owner Indemnitee that result from any act or failure to act by the Manager Indemnitee's fraud, gross negligence, willful misconduct which is a failure to exercise Due Care or action outside the scope of authority granted hereunderis otherwise a Material Breach.

Indemnification by Manager. Manager shall indemnify, defend, indemnify and hold harmless Owner, Owner and its partners and members and their respective partners, members, officers, directors, agentsshareholders, employees and employees representatives harmless from and against all claims, damages and costs ("OWNER INDEMNITEES"including counsel fees) against any and all Losses arising out of or in connection with third party claims against any Owner Indemnitee that result from any Manager IndemniteeManager's fraud, own gross negligence, bad faith or willful misconduct or action outside the scope of authority granted hereundermisconduct.

Indemnification by Manager. Manager shall indemnify, defend, will indemnify and hold harmless Owner-------------------------- the Company, its partners Affiliates, and members and their respective partners, members, all officers, directors, agentsemployees, stockholders, partners, members and employees agents of the Company and its Affiliates (individually, a "OWNER INDEMNITEESCompany Indemnitee") from and against any and all Losses in connection with third party claims against any Owner Indemnitee that result Damages arising from any Manager IndemniteeClaim in which a Company Indemnitee may be involved or threatened to be involved, as a party or otherwise, arising out of Manager's fraud, gross negligence, willful misconduct or action outside the scope willful breach of authority granted hereunderthis Agreement.

Indemnification by Manager. Manager shall indemnify, defend, defend and hold harmless Owner, Owner and its partners and members and their respective partners, members, officers, directorsemployees and agents harmless from all losses, agentscosts, damages, expenses and employees ("OWNER INDEMNITEES") against any and all Losses in connection with third party claims against any Owner Indemnitee that result from any Manager Indemnitee's fraud, liabilities which are proximately caused by Manager’s gross negligence, willful misconduct or action outside the scope of authority granted hereunderfraud.

Indemnification by Manager. Manager shall indemnify, defend, and hold harmless indemnify Owner, its partners the Company, OP and members Advisor (and their respective partnersdirectors, shareholders, members, officers, directorstrustees, agents, employees and employees ("OWNER INDEMNITEES"officers) with counsel reasonably satisfactory to both the Owner and the Manager’s insurer, for, from and against any and all Losses in connection with third party claims against any Owner Indemnitee that result from any Manager Indemnitee's fraudClaims, which arise out of the gross negligence, negligence or willful misconduct or action outside the scope of authority granted hereunderManager.

Indemnification by Manager. Manager shall indemnify, defend, indemnify and hold harmless OwnerOwner and its Affiliates (other than Manager) and the Indenture Trustee, its partners for the benefit of the Noteholders and members other parties to whom a payment obligation of the Owner is secured or provided for under the Indenture, and their respective partners, membersthe directors, officers, directorsemployees and agents of each such Person (collectively, agents, the “Manager Indemnified Persons”) harmless from and employees ("OWNER INDEMNITEES") against any and all Losses in connection with third party claims Claims incurred by or asserted against any Owner Indemnitee that result such Manager Indemnified Person to the extent resulting or arising from any Manager Indemnitee's fraud, gross negligence, willful misconduct or action outside of the scope of authority granted hereunder.following:

Indemnification by Manager. Manager shall indemnify, defend, will indemnify and hold harmless Ownerthe Company, its partners Affiliates, and members and their respective partners, members, all officers, directors, agentsemployees, stockholders, partners, members and employees agents of the Company and its Affiliates (individually, a "OWNER INDEMNITEESCompany Indemnitee") from and against any and all Losses in connection with third party claims against any Owner Indemnitee that result Damages arising from any Manager IndemniteeClaim in which a Company Indemnitee may be involved or threatened to be involved, as a party or otherwise, arising out of Manager's fraud, gross negligence, willful misconduct or action outside the scope willful breach of authority granted hereunderthis Agreement.

Indemnification by Manager. Manager shall indemnify, defend, indemnify and hold harmless OwnerOwner and its Affiliates (other than Manager) and the Agent and the Lenders, its partners and members and their respective partners, membersthe directors, officers, directors, agents, employees and employees ("OWNER INDEMNITEES") against any and all Losses in connection with third party claims against any Owner Indemnitee that result from any Manager Indemnitee's fraud, gross negligence, willful misconduct or action outside the scope agents of authority granted hereunder.each such Person

Indemnification by Manager. The Manager shall indemnifyindemnify and hold the Owner and its members, defendprincipals, managers, officers and employees, and hold the Affiliates of all of them (the “Owner Indemnitee Parties”), harmless Owner, its partners from and members and their respective partners, members, officers, directors, agents, and employees ("OWNER INDEMNITEES") against any and all Losses incurred by or sustained by any such Owner Indemnitee Party arising out of or as a result of the gross negligence or intentional misconduct of the Manager, including, with respect to actions, inactions or decisions made by the Manager in connection with third party claims against any Owner Indemnitee that result from any Manager Indemnitee's fraud, gross negligence, willful misconduct or action outside the scope of authority granted hereunderpersonnel matters.

Indemnification by Manager. Manager shall indemnify, defend, indemnify and hold harmless Owner, Owner and its partners and members and their respective partners, members, officers, directors, agentsshareholders, employees and employees representatives harmless from and against all claims, damages and casts ("OWNER INDEMNITEES"including counsel fees) against any and all Losses arising out of or in connection with third party claims against any Owner Indemnitee that result from any Manager IndemniteeManager's fraud, own gross negligence, bad faith or willful misconduct or action outside the scope of authority granted hereundermisconduct.

Indemnification by Manager. Manager shall indemnify, defend, defend and hold harmless OwnerOwner and its officers, its partners and members and their respective partnersemployees, agents, shareholders, members, officers, directors, agents, partners and employees ("OWNER INDEMNITEES") against any and directors harmless from all Losses attributable to claims made against Owner by third parties during the term of this Agreement on account of or in connection with third party claims against any Owner Indemnitee that result from any Manager Indemnitee's fraud, Manager’s gross negligence, negligence or willful misconduct in the performance or non-performance of Manager’s obligations under this Agreement, except to the extent that such Losses relate to any action outside undertaken or omitted to be taken at the scope express direction of authority granted hereunderOwner in connection with the Property or in connection with this Agreement.

Indemnification by Manager. Manager shall indemnify, defend, it indemnify and hold harmless Owner, Owner and its partners and members and their respective partners, members, officers, directors, agentsshareholders, employees and employees representatives harmless from and against all claims, damages and costs ("OWNER INDEMNITEES"including counsel fees) against any and all Losses arising out of or in connection with third party claims against any Owner Indemnitee that result from any Manager IndemniteeManager's fraud, own gross negligence, bad faith or willful misconduct or action outside the scope of authority granted hereundermisconduct.

Indemnification by Manager. Manager shall indemnify, defend, will indemnify and hold harmless Ownerthe Company, its partners Affiliates, and members and their respective partners, members, all officers, directors, agentsemployees, stockholders, partners, members and employees agents of the Company and its Affiliates ("OWNER INDEMNITEES"individually, a “Company Indemnitee”) from and against any and all Losses in connection with third party claims against any Owner Indemnitee that result Damages arising from any Manager Indemnitee's fraudClaim in which a Company Indemnitee may be involved or threatened to be involved, as a party or otherwise, arising out of Manager’s gross negligence, willful misconduct or action outside the scope willful breach of authority granted hereunderthis Agreement.

Indemnification by Manager. Manager shall indemnify, defend, indemnify and hold harmless Owner, its partners and members each person who holds a direct or indirect ownership interest in Owner and their respective partners, members, officers, directors, shareholders, agents, employees, parents, subsidiaries, and employees Affiliates (collectively, the "OWNER INDEMNITEESOwner Indemnitees") ), and defend the Owner Indemnitees with counsel reasonably satisfactory to Owner, against any and all Losses Claims arising out of or in connection with third party claims against any Owner Indemnitee that result from any Manager Indemnitee's fraud, gross (a) the negligence, willful misconduct misconduct, or action outside fraud of Manager, the scope of authority granted hereunder.Property Employees, or Manager's

Indemnification by Manager. Manager shall indemnify, defend, will indemnify and hold harmless Ownerdefend Company, its partners and members and their respective partners, membersdirectors, officers, directorsemployees, agentsmanagers, equity holders, and employees ("OWNER INDEMNITEES") agents and hold them harmless from and against any liability, damage, penalty, fee, cost, expense or obligation (including reasonable attorneys’ fees and all Losses in connection with third party claims against any Owner Indemnitee that result disbursements) arising from any breach of this Agreement by Manager Indemnitee's fraudor from any other action or omission by Manager in the performance of its duties hereunder, if such action or omission constitutes gross negligence, willful recklessness or misconduct or action outside on the scope part of authority granted hereunderManager.

Indemnification by Manager. Manager shall indemnify, defend, and hold harmless Owner, its partners and members and their respective partners, members, officers, directors, agents, and employees ("OWNER INDEMNITEES") against any and all Losses in connection with third party claims against any Owner Indemnitee that result from any Manager PROPERTY MANAGEMENT AND LEASING AGREEMENT APARTMENTS Page 10 Indemnitee's fraud, gross negligence, willful misconduct or action outside the scope of authority granted hereunder.

Indemnification by Manager. Manager shall indemnify, defend, defend and hold harmless Owner, Owner and its partners Affiliates and members and any of their respective partners, membersdirectors, officers, directorsemployees, agentsconsultants, agents and employees ("OWNER INDEMNITEES") representatives from and against any and all Losses in connection with third party claims against any Owner Indemnitee that claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including, without limitation, interest, penalties and reasonable attorneys fees (collectively, “claims’), which arise, result from any Manager Indemnitee's fraud, gross negligence, willful misconduct or action outside the scope of authority granted hereunderrelate to Manager’s Grossly Negligent and Willful Acts.

Indemnification by Manager. Manager shall indemnify, defend, defend and hold harmless OwnerOwner and its officers, its partners and members and their respective partnersemployees, agents, shareholders, members, officers, directors, agents, partners and employees ("OWNER INDEMNITEES") against any and directors harmless from all Losses attributable to claims made against Owner by third parties during the term of this Agreement on account of or in connection with third party claims against any Owner Indemnitee that result from any Manager IndemniteeManager's fraud, gross negligence, negligence or willful misconduct in the performance or non-performance of Manager's obligations under this Agreement, except to the extent that such Losses relate to any action outside undertaken or omitted to be taken at the scope express direction of authority granted hereunderOwner in connection with the Property or in connection with this Agreement.