Common use of Indemnification by the Advisor Clause in Contracts

Indemnification by the Advisor. Subject to Section 16.01 above, the Advisor shall indemnify and hold harmless the Company from contract or other liability, claims, damages, taxes or losses and related expenses, including attorneys’ fees, 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, willful misconduct or reckless disregard of its duties, but the Advisor shall not be held responsible for any action of the Board of Directors in following or declining to follow any of the Advisor’s advice or recommendation. The parties hereto intend that the indemnities set forth in this agreement be construed and applied as written notwithstanding any rule of construction to the contrary. Without limiting the foregoing, the indemnities shall, to the fullest extent allowed by law, and to the extent provided in this agreement, apply notwithstanding any state’s “express negligence rule” or similar rule that would deny coverage based on an indemnified person’s sole, concurrent or contributory active or passive negligence or strict liability or gross negligence. It is the intent of the parties that, to the extent provided in this agreement, the indemnities set forth herein shall, to the fullest extent allowed by law, apply to an indemnified person’s sole, concurrent or contributory active or passive negligence or strict liability or gross negligence. The parties agree that this provision is “conspicuous” for purposes of all state laws.

Indemnification by the Advisor. Subject to Section 16.01 above, the The Advisor shall indemnify and hold harmless the Company from contract or other liability, claims, damages, taxes or losses and related expenses, including attorneys’ fees, 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, willful misconduct or reckless disregard of its duties, but the Advisor shall not be held responsible for any action of the Board of Directors in following or declining to follow any of the Advisor’s advice or recommendation. The parties hereto intend that the indemnities set forth in this agreement be construed and applied as written notwithstanding any rule of construction to the contrary. Without limiting the foregoing, the indemnities shall, to the fullest extent allowed by law, and to the extent provided in this agreement, apply notwithstanding any state’s “express negligence rule” or similar rule that would deny coverage based on an indemnified person’s sole, concurrent or contributory active or passive negligence or strict liability or gross negligence. It is the intent of the parties that, to the extent provided in this agreement, the indemnities set forth herein shall, to the fullest extent allowed by law, apply to an indemnified person’s sole, concurrent or contributory active or passive negligence or strict liability or gross negligence. The parties agree that this provision is “conspicuous” for purposes of all state laws.