Indemnification of Owner. Manager shall indemnify, protect, defend (with legal counsel approved by Owner) and hold harmless Owner and Owner's members, managers, partners and Affiliates, together with their respective officers, directors, agents, employees and affiliates (collectively, "Owner Indemnitees"), from and against any and all claims, demands, actions, liabilities, losses, costs, expenses, damages, penalties, interest, fines, injuries and obligations, including reasonable attorneys' fees, court costs and litigation expenses ("Claims") actually incurred by any Owner Indemnitee as a result of (i) any act by Manager (or any officer, agent, employee or contractor of Manager) outside the scope of Manager's authority hereunder, (ii) any act or failure to act by Manager (or any officer, agent, employee or contractor of Manager) constituting gross negligence, willful misconduct, fraud or material breach of this Agreement, other than as covered by Owner's insurance (for negligence or misconduct only) and to the extent Owner's insurance is available, (iii) Claims made by current or former employees or applicants for employment arising from hiring, supervising, firing, sexual harassment, and other employment-related torts, (iv) any act or omission by Manager, its employees, officers, agents or contractors knowingly in violation of any Applicable Laws or (v) any claims for financial harm that are the type covered under Manager’s property management errors and omissions/professional liability insurance.
Appears in 5 contracts
Samples: Property Management Agreement (Bluerock Residential Growth REIT, Inc.), Property Management Agreement (Bluerock Residential Growth REIT, Inc.), Property Management Agreement (Bluerock Residential Growth REIT, Inc.)
Indemnification of Owner. Manager shall indemnify, protect, defend (with legal counsel approved by Owner) and hold harmless Owner and Owner's members, managers, partners and Affiliates, together with their respective officers, directors, agents, employees and affiliates (collectively, "Owner Indemnitees"), from and against any and all claims, demands, actions, liabilities, losses, costs, expenses, damages, penalties, interest, fines, injuries and obligations, including reasonable attorneys' fees, court costs and litigation expenses ("Claims") actually incurred by any Owner Indemnitee as a result of (i) any act by Manager (or any officer, agent, employee or contractor of Manager) outside the scope of Manager's authority hereunder, (ii) any act or failure to act by Manager (or any officer, agent, employee or contractor of Manager) constituting gross negligence, willful misconduct, fraud or material breach of this Agreement, other than as covered by Owner's insurance (for negligence or misconduct only) and to the extent Owner's insurance is available, (iii) Claims made by current or former employees or applicants for employment arising from hiring, supervisingsupervising or firing same, firing, sexual harassment, and other employment-related torts, or (iv) any act or omission by Manager, its employees, officers, agents or contractors knowingly in violation of any Applicable Laws or (v) any claims for financial harm that are the type covered under Manager’s property management errors and omissions/professional liability insuranceLaws.
Appears in 4 contracts
Samples: Property Management Agreement (Bluerock Residential Growth REIT, Inc.), Property Management Agreement (Bluerock Residential Growth REIT, Inc.), Property Management Agreement (Bluerock Residential Growth REIT, Inc.)