Indemnification of the Manager. Subject to the provisions hereinafter set out, the Company indemnifies, defends and holds harmless the Manager and each officer or director thereof, against any loss, expense, damage, claim, liability, obligation, judgment or injury suffered or sustained by him, it, them or any of them by reason of any act, omission or alleged act or omission by him, it, them, or any of them arising out of his, its or their activities on behalf of the Company or in furtherance of the interest of the Company, including but not limited to any judgment, award, settlement, reasonable attorney’s fees or other costs or expenses incurred in connection with the defense of any actual or threatened actions, proceedings or claims, all costs of which shall be charged to and paid by the Company as incurred; PROVIDED HOWEVER, that the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based were performed or omitted in good faith and were not fraudulent as to the Company, in breach of this Agreement, or a result of negligence, gross negligence, or willful misconduct of the party to be indemnified, defended and held harmless under this Section and further provided that the loss, expense, damage, expenses do not relate to the Manager’s actions or omissions in its capacity as a contractor or supervisor in constructing any improvements, tenant or otherwise, in the Project. Nothing contained in this Agreement shall in any manner limit or be deemed to waive the warranties and obligations of the Manager as a contractor, if the Manager undertakes any construction or supervision duties in connection with the construction of any such improvements to or within the Project.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Retail Opportunity Investments Corp), Purchase and Sale Agreement (Retail Opportunity Investments Corp), Purchase and Sale Agreement (Retail Opportunity Investments Corp)
