Indemnity of Manager. The Owner hereby agrees to indemnify, defend -------------------- and hold harmless the Manager, its officers, directors and employees, from and against any and all claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including without limitation reasonable attorney's fees and court costs incurred in connection with the enforcement of this indemnity or otherwise), arising out of (i) any action taken by the Manager within the scope of its duties or authority hereunder, excluding only such of the foregoing as result from the negligence, fraud or willful act of the Manager, its officers, directors, agents and employees, and (ii) the negligence, fraud or any willful act or omission of the Owner and its partners and their respective officers, directors and employees.
Appears in 3 contracts
Samples: Development Agreement (Wells Real Estate Investment Trust Inc), Development Agreement (Wells Real Estate Fund Ix Lp), Development Agreement (Wells Real Estate Investment Trust Inc)
Indemnity of Manager. The Owner hereby agrees to indemnify, -------------------- defend -------------------- and hold harmless the Manager, its officers, directors and employees, from and against any and all claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including without limitation reasonable attorney's fees and court costs incurred in connection with the enforcement of this indemnity or otherwise), arising out of (i) any action taken by the Manager within the scope of its duties or authority hereunder, excluding only such of the foregoing as result from the negligence, fraud or willful act of the Manager, its officers, directors, agents and employees, and (ii) the negligence, fraud or any willful act or omission of the Owner and its partners and their respective officers, directors and employees.
Appears in 1 contract
Samples: Development Agreement (Wells Real Estate Fund Xi L P)