Indemnity by Manager Sample Clauses

Indemnity by Manager. To the extent that Owner shall not be fully covered by insurance required to be maintained pursuant to this Agreement, Manager shall indemnify, defend and hold harmless Owner, any director, officer, agent or officer or any corporate partner thereof, from and against any damages, loss, liability, cost, action, cause, claim or expense, including attorneys' fees, arising out of or in connection with the management and operation of the Hotel including, without limitation, all employment related claims and litigation (collectively, the "Liabilities"). The costs of such indemnity shall be borne as follows: (a) If the Liabilities are attributable to the gross negligence or willful misconduct of the Executive Personnel, the cost thereof shall be borne solely by Manager and not paid out of Total Operating Revenues. (b) If the Liabilities are attributable to any other reason or cause, the cost of such indemnification shall be paid as a Gross Operating Expense of the Hotel or failing payment of the same, by Owner. Manager's obligations under this Section 24.1 shall not include any losses, expenses or damages arising from any matters relating to the structural integrity of the Hotel or other matters relating to defects in design, materials or workmanship in the construction of the Hotel.

Indemnity by Manager. Subject to the provisions of Section X.D. and X.E., Manager shall indemnify, defend, and hold harmless Walmart and its Indemnitees, against any Claim for Damages raised or asserted by a third party, including a government entity, even if the Claim is groundless, fraudulent, or false, to the extent resulting from or arising out of: (i) any violation by Manager of a patent, copyright, trademark, trade secret, or other proprietary right of such third party; (ii) any actual or alleged breach of this Agreement by Manager, including, but not limited to, any breach by Manager of the representations and warranties and covenants contained in this Agreement; (iii) any violation of applicable law by Manager; (iv) any actual or alleged negligence or willful misconduct by Manager; and (v) all sales, gross receipts and other taxes, including penalty and interest, assessed against Walmart if and to the extent such assessment is attributable to Manager’s failure to collect or pay to Walmart or the taxing authority the correct amount of state or local tax or both on taxable sales of Goods. “Claim” means any action, cause of action, claim, or any other assertion of a legal right. “Damages” means out of pocket damages and expenses and includes punitive damages, fines, judgments, losses, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees and costs, expert witness fees and bond premiums) and regulatory actions, sanctions or settlement

Indemnity by Manager. Manager shall be liable for, and shall indemnify, defend, and hold harmless Owner, its affiliates, parents, members, officers, directors, employees, and agents from and against, any and all claims, damages, loss, cost (including reasonable attorneys’ fees), causes of action, suits, and liabilities of any kind occasioned by or in connection with or arising out of: 4.1.1. any negligent act or omission or intentional misconduct of Manager, its agents, employees, or contractors in the performance of Manager’s duties under this Agreement; 4.1.2. any failure of Manager to perform its obligations under this Agreement; 4.1.3. any failure of Manager to follow applicable law; 4.1.4. any breach of a representation or covenant made or given by Manager under this Agreement; and 4.1.5. any loss or damage, either general, special or consequential, to the Licensed Premises or the Business during the Term, other than loss or damage that is the fault of Owner.

Indemnity by Manager. Manager agrees to indemnify, defend and hold Owner and its Affiliates and their respective officers, employees, agents and representatives harmless from and against any and all claims, losses, damages, costs and expenses, including reasonable attorneys’ fees through all appeals, arising from or attributable to (i) the gross negligence or the willful or wanton misconduct or bad faith of Manager or its Affiliates, employees, agents, or representatives or (ii) any material breach of this Agreement by Manager. Furthermore, Manager shall not pay out of the Operating Account or be entitled to be reimbursed for, and shall indemnify Owner against, all expenses incurred by Owner, including, but not limited to, reasonable attorneys’ fees, and any liability, fines, penalties or the like, in connection with any claim, proceeding or suit involving a violation by Manager, its agents or employees, of any law pertaining to fair employment, fair credit reporting, rent control, payment of employment or other taxes which are the responsibility of Manager, or fair housing, including, but not limited, any law prohibiting or making illegal discrimination on the basis of race, age, sex, creed, family status, color, religion, national origin or mental or physical handicap, provided, however, Manager shall be required to pay such expenses if, and only if, Manager is finally adjudged to have personally and not in a representative capacity violated any such law.

Indemnity by Manager. Except to the extent Owner is covered under any insurance policy insuring against such risks or liabilities (or would have been covered by an insurance policy had Owner maintained the insurance required to be maintained by Owner under this Agreement) in either event as if such insurance policy had a $0.00 deductible, Manager shall indemnify and hold harmless Owner against all reasonable costs and expenses, including, without limitation, reasonable attorneys' fees actually incurred resulting from any claims which may be made against Owner arising out of (I) any failure of Manager to perform all of its obligations under this Agreement, but only to the extent such failure was caused by Manager's negligence or Manager's willful breach of any obligation under this Agreement, (ii) any acts of Manager beyond the scope of Manager's authority hereunder not authorized or ratified by Owner, and (iii) any negligence or willful misconduct of Manager, its agents or employees. This Section shall survive expiration or termination of this Agreement.

Indemnity by Manager. To the extent that Owner shall not be fully covered by insurance required to be maintained pursuant to this Agreement, Manager shall indemnify, defend and hold harmless Owner, any director, officer, agent or officer or any corporate partner thereof, from and against any damages, loss, liability, cost, action, cause, claim or expense, including attorneys' fees, arising out of or in connection with the management and operation of the Hotel including, without limitation, all employment related claims and litigation, INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE NEGLIGENCE OF OWNER AND/OR MANAGER MAY HAVE CONTRIBUTED (collectively, the "Liabilities"). The costs of such indemnity shall be borne as follows: (a) If the Liabilities are incurred as a result of (i) the gross negligence or willful misconduct of Manager, its Affiliates or any of the Executive Personnel or (ii) any action taken by Manager which is beyond the scope of Manager’s authority under this Agreement, the cost thereof shall be borne solely by Manager and not paid out of Total Operating Revenues. (b) If the Liabilities are attributable to any other reason or cause, the cost of such indemnification shall be paid as a Gross Operating Expense of the Hotel. Manager's obligations under this Section 24.1 shall not include any losses, expenses or damages arising from any matters relating to the structural integrity of the Hotel or other matters relating to defects in design, materials or workmanship in the construction of the Hotel.

Indemnity by Manager. To the fullest extent permitted by applicable law, (except as otherwise set forth herein) the Manager shall and does hereby fully defend and hold harmless the Company, its parent company, Affiliates, officers, employees, directors, shareholders, agents, representatives, consultants, successors and assigns from and against all costs, expenses, claims, damages, liabilities, losses and causes of action, including attorneys' fees, of any nature, kind or description, and of any person or entity whomsoever, including, without limitation, any Governmental Authority (collectively, "Claims"), relating to or arising out of the fraud, intentional misconduct, or negligence of the Manager or its Affiliates or their respective shareholders, officers, directors, agents, employees, consultants, Contractors and/or subcontractors (the "Manager Parties") in connection with the services being (or to be) performed under this Agreement, or arising out of the breach of this Agreement by the Manager (or any of the other Manager Parties), but only to the extent the Claims are not covered by insurance carried by Manager.

Indemnity by Manager. Manager will indemnify Owner against any and all liabilities resulting from its breach of this Agreement.

Indemnity by Manager. Manager shall indemnify, defend and hold Owner, its members, directors, officers, employees and affiliates harmless from any and all liabilities, obligations, claims, litigation, losses, damages, judgments, fines, penalties (including without limitation, civil money penalties), costs and expenses (including reasonable attorney fees) (collectively the "Liabilities") arising as a result of Manager's negligence, criminal or wanton or willful acts or omissions in the performance of the management services.