Limitation of Liability of Asset Manager; Indemnification Clause Samples

Limitation of Liability of Asset Manager; Indemnification. (a) Asset Manager, its Affiliated Entities and their directors, officers, employees, partners, managers, members, controlling persons, and any other person affiliated with Asset Manager and/or its Affiliated Entities (each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) shall not be liable to NRF, its directors, officers, employees, partners, managers, members, controlling persons and any other person or entity affiliated with NRF (collectively, “NRF Parties”) for any action taken or omitted to be taken by the Indemnified Parties in connection with the performance of the Services and of any of Asset Manager’s duties or obligations under this Agreement or otherwise as an asset manager of NRF or any of its subsidiaries, with respect to the receipt of compensation for Services, and NRF shall indemnify, defend and protect Indemnified Parties and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of NRF, its shareholders or its subsidiaries) arising out of, in connection with or otherwise based upon the performance of any of Asset Manager’s duties or obligations under this Agreement or otherwise as an asset manager of NRF or any of its subsidiaries. Notwithstanding the preceding sentence, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against, or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of any liability to NRF, its shareholders or the NRF Parties, to which the Indemnified Parties would otherwise be subject by reason of gross negligence, willful misfeasance or bad faith in the performance of their duties. (b) In the event that any Indemnified Party receives notice of commencement of any suit, action, proceeding or investigation in connection with any matter arising out of or in connection with such Indemnified Party’s duties hereunder (or under the Affiliated Agreements, as the case may be), such Indemnified Party will promptly notify NRF of the commencement thereof; provided, however, that failure to give such notice shall not relieve NRF of its obligations under this Section 8 except to the extent it shall have been materially preju...