Manager Indemnity. Manager shall indemnify and hold Lessee (and Lessee’s agents, principals, shareholders, partners, members, officers, directors, attorneys and employees) harmless from and against all liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) which are not covered by insurance proceeds that may be incurred by or asserted against any such party and that arise from (a) the fraud, willful misconduct or gross negligence of Manager; provided, however, that the act or omission of any employee of Manager who is not an Executive Employee, which act or omission is willful or constitutes fraud or gross negligence on the part of such employee, shall not constitute fraud, gross negligence or willful misconduct on the part of Manager unless Manager’s home office or regional staff, or an Executive Employee, acted with gross negligence in employing, training, supervising or continuing the employment of such employee; (b) the infringement by Manager on the intellectual property rights of any third party; (c) any Excluded Employee Claims; (d) knowing or reckless placing, discharge, leakage, use or storage of hazardous materials on the Premises or in the Hotel by Manager during the Term of this Agreement as set forth in Section 28.09C; or (e) the breach by Manager of any provision of this Agreement, including, without limitation, any action taken by Manager which is beyond the scope of Manager’s authority under this Agreement, which is not cured within any applicable notice and cure periods. Lessee shall promptly provide Manager with written notice of any claim or suit brought against it by a third party which might result in such indemnification.
Manager Indemnity. Manager shall indemnify and hold Lessee (and Lessee’s agents, principals, shareholders, partners, members, officers, directors, attorneys and employees) harmless from and against all liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) which are not covered by insurance proceeds that may be incurred by or asserted against any such party and that arise from (a) the fraud, willful misconduct or gross negligence of Manager; (b) the infringement by Manager on the intellectual property rights of any third party; (c) knowing or reckless placing, discharge, leakage, use or storage of hazardous materials on the Premises or in the Hotel by Manager during the Term of this Agreement as set forth in Section 28.09C; or (d) the breach by Manager of any provision of this Agreement, including, without limitation, any action taken by Manager which is beyond the scope of Manager’s authority under this Agreement, which is not cured within any applicable notice and cure periods. Lessee shall promptly provide Manager with written notice of any claim or suit brought against it by a third party which might result in such indemnification.
Manager Indemnity. Notwithstanding anything contained in this Agreement to the contrary, Manager shall indemnify and hold harmless Owner, and its representative subsidiaries, affiliates, officers, directors, employees, agents or independent contractors, from all demands, claims, actions, losses, liabilities or expenses that are not covered by insurance and which is determined to have resulted from the gross negligence, willful misconduct or breach of this Agreement by Manager in connection with the performance of its duties and obligations under this Agreement.
Manager Indemnity. Manager shall indemnify, defend and hold harmless Owner, Company, its affiliates, subsidiaries, parent companies and agents and each of their respective officers, directors, employees, representatives, principals, partners, members, shareholders, contractors, insurers, and their respective successors and assigns (the “Owner Persons”), from and against any and all Liabilities to the extent attributable to any acts or omissions of Manager which constitute fraud, negligence, recklessness, bad faith or willful misconduct.
Manager Indemnity. Manager and its successors and assigns (the "Indemnifying Party") shall defend, indemnify and hold harmless each Co-Tenant, and their respective successors and assigns ("Indemnified Parties"), for any and all losses, damages, costs or liabilities, including reasonable attorneys' fees and expenses, which the Indemnified Parties might suffer or incur as a result of Indemnifying Party's negligence or willful misconduct in connection with its management or operation of the Power Transfer System, provided always that the foregoing indemnity shall not apply to any losses, damages, costs or liabilities caused by the gross negligence or willful misconduct of the Indemnified Parties.
Manager Indemnity. Manager shall indemnify and hold Lessee and Landlord (and Lessee’s agents, shareholders, officers, directors, and employees) harmless from and against all liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) which are not covered by insurance proceeds that may be incurred by or asserted against any such party and that arise from (a) the fraud, willful misconduct or gross negligence of Manager; provided, however, that the act or omission of any employee of Manager who is not an Executive Employee (but including any employee of Manager with access to or signatory authority over funds of Lessee held by Manager), which act or omission is willful or constitutes fraud or gross negligence on the part of such employee, shall not constitute fraud, gross negligence or willful misconduct on the part of Manager unless Manager’s home office or regional staff, or an Executive Employee, acted with gross negligence in employing, training, supervising or continuing the employment of such employee; (b) the infringement by any of Manager’s intellectual property rights (including trademarks, software, etc.) of the intellectual property rights of any third party; (c) any Excluded Employee Claims; or (d) knowing or reckless placing, discharge, leakage, use or storage, of hazardous materials on the Premises or in the Hotel by Manager during the Term of this Agreement as set forth in Section 28.10(c). Lessee shall promptly provide Manager with written notice of any claim or suit brought against it by a third party which might result in such indemnification. Lessee shall carry general liability insurance.
Manager Indemnity. Subject to the provisions of Section 1.06 hereof, the Manager shall indemnify and hold the Owner, its officers, directors and employees harmless from and against all losses, costs, expenses, claims, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, writs, decrees, debts, obligations and liabilities (including reasonable attorney's and accounting fees) ("Losses") of any nature and of any kind whatsoever which may be made against or incurred by any of them resulting from or arising out of or in any way connected with any of the following unless such Losses are directly caused by the Owner: acts of Manager which (i) constitute a breach of the provisions of this Agreement, (ii) are otherwise outside the scope of Manager's employment and (iii) result from Manager's own negligence or misconduct.
Manager Indemnity. The Manager must indemnify the Company against any losses or liabilities reasonably incurred by the Company arising out of, or in connection with, and any costs, charges and expenses incurred in connection with, any negligence, default, fraud or dishonesty of the Manager or its officers or supervised agents. This obligation continues after the termination of this Agreement.
Manager Indemnity. Manager hereby covenants and agrees to indemnify, save and defend, at Manager's sole cost and expense, and hold harmless, Owner and its officers and directors (collectively, "Manager Indemnitees") from and against liabilities, claims, losses, damages, costs or expenses that may be asserted against a Manager Indemnitee solely arising from or relating to the gross negligence, criminal misconduct or fraud of Manager in breach of any of its duties and obligations under this Agreement. Owner will promptly notify Manager of such action, suit or proceeding which relates to any matter covered by the indemnity in this Section 14.2.
Manager Indemnity. Manager hereby covenants and agrees to indemnify, save and defend, at Manager’s sole cost and expense, and hold harmless, Owner and its employees, officers and directors, (collectively, “Manager Indemnitees”) from and against the full amount of any and all liabilities, claims, suits, administrative proceedings, losses, damages or costs which may be asserted against a Manager Indemnitee and caused by Manager’s willful, wanton or criminal misconduct or fraud of Manager, other than losses caused by Manager’s Indemnitees’ willful, wanton or criminal misconduct, gross negligence or fraud. Each Manager Indemnitee will promptly notify Manager of such action, suit or proceeding which relates to any matter covered by the indemnity in this Section 12.2.
