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:
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:
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. Manager shall, to the fullest extent permitted by applicable law, indemnify, defend (with counsel reasonably acceptable to Parent) and hold harmless Parent, Owner and their respective Affiliates, managers, members, certificate holders, partners, shareholders, directors, officers, employees and agents for, from and against any and all claims, liabilities, losses, damages, costs and expenses (including all costs and reasonable attorneys’ fees, late fees, interest and penalties) (collectively, “Liabilities”) arising from the bad faith, gross negligence, intentional misconduct or fraud of Manager (but not third parties who are not Affiliates of Manager engaged by Manager to perform portions of the Services) or any of its Employees in connection with the management and leasing of the Properties. The provisions of this Section 8.5 shall survive the expiration or termination of this Agreement.
Indemnity by Manager. Manager agrees to indemnify, defend, and hold harmless Owner and its agents and attorneys, from and against any loss, claim, cause of action, item of damage, expense, and cost (including attorneys’ fees and court costs) arising directly or indirectly out of:
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 the gross negligence or the willful or wanton misconduct or bad faith of Manager or its employees, agents, or representatives. 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. Manager will indemnify Owner against any and all liabilities resulting from its breach of this Agreement.
Indemnity by Manager. Both during and after the termination of this Agreement, the Manager shall protect, indemnify and save the Owner harmless in respect of any action, cause of action, suit, debt, cost, expense, claim or demand whatsoever, at law or in equity, arising by way of any breach during the Term by the Manager, its employees, servants, agents or Persons for whom it is responsible, of any of the provisions of this Agreement or by reason or any negligence or wrongful act of the Manager, its employees, servants, agents or Persons for whom it is responsible, but the indemnity provided under this Section 7.6 shall not extend to any wrongful act or neglect of the Owner or any of them, or of their respective employees, servants, agents or Persons for whom they are responsible in law, and shall not extend to any action by the Owner outside the provisions of this Agreement.
Indemnity by Manager. Except to the extent insured against, Manager shall indemnify and save Owner harmless in respect of any action, cause of action, suit, debt, cost, expense, claim or demand whatsoever, including without limitation any action, suit, debt, cost, expense, claim, or demand of a Mortgagee in conjunction with an acceleration or claim of default under a Mortgage or any other of the loan documents executed in conjunction with the Mortgage, provided, however that the foregoing shall not require Manager to pay the outstanding principal amount of any indebtedness secured by such Mortgage, (including legal costs and any increase in insurance premiums resulting from a claim hereunder), at law or in equity, arising by way of claim of any negligent, dishonest or fraudulent act or willful misconduct of Manager, any employee of Manager or any other Person for whom Manager is responsible, or resulting from any breach or default of this Agreement by Manager.
