Common use of Manager’s Indemnification Clause in Contracts

Manager’s Indemnification. Except ‘as otherwise set forth herein, Manager covenants and agrees that it will protect, keep and defend Operator forever harmless and indemnified against and from any penalty or damage or charges imposed for any violation of any laws or ordinances, including, without limitation, Gaming Laws, occasioned by the negligence of Manager or those holding under Manager and that Manager will at all times protect, indemnify, defend and save and keep Operator harmless against and from any and all claims and against and from any and all loss, cost, damage or expense, including reasonable attorneys, fees, arising out of any negligence of Manager in any respect to comply with and perform all the requirements and provisions hereof except to the extent that any penalty, damage, charge, loss, cost or expense is caused by the negligent or wanton or willful acts of Operator or its members, managers, officers, employees, or agents. Without limiting the generality of the foregoing, and with, the inclusion of the same exceptions as set forth above, Manager covenants and agrees that it will protect, keep and defend Operator forever harmless and indemnified against any and all debt, claim, demand, suit or obligation of every kind, character and description that may be asserted, claimed, filed or brought against Operator where such claim arises out of or is asserted in connection with any Management Services, including, without limitation, any claim by any subtenant, guest, licensee or invitee of Manager. This indemnity does not apply to loss or damage occasioned by defects in the Casino. Nothing in this Paragraph 15 shall override the right of Manager to employ counsel as an Operating Expense and assert defenses as set forth in Paragraph 3.3 above. Notwithstanding the foregoing, this indemnity does not apply to any claim, loss, cost, damage, expense; penalty or obligation in the event such claim, loss, cost, damage, expense, penalty or obligation is within the scope of or is the subject of one or more policies of insurance obtained by Manager or Operator. Under no circumstances shall the liability of Manager for indemnification hereunder exceed the amount of One Million Dollars ($1,000,000). The foregoing indemnity shall survive the expiration or early termination of this Agreement.

Manager’s Indemnification. Except ‘as otherwise set forth hereinNotwithstanding any provision of this Agreement or any obligation of the Manager hereunder, it is understood and agreed: (a) that, subject to the provisions of clause (c) below, the Issuer has assumed and will maintain its responsibility and obligation throughout the term of this Agreement for the finances and the financial stability of the Project; (b) that the Manager covenants and agrees that it will protectshall have no obligation, keep and defend Operator forever harmless and indemnified against and from any penalty responsibility, or damage liability to fund authorized project costs, expenses, debts, liabilities, or charges imposed for any violation of any laws or ordinances, including, without limitation, Gaming Laws, occasioned accounts other than those funds generated by the negligence of Manager Project itself or those holding under Manager and that Manager will at all times protect, indemnify, defend and save and keep Operator harmless against and from any and all claims and against and from any and all loss, cost, damage or expense, including reasonable attorneys, fees, arising out of any negligence of Manager in any respect to comply with and perform all the requirements and provisions hereof except provided to the extent that any penaltyProject or to the Manager by Issuer, damage, charge, loss, cost or expense is caused by the negligent or wanton or willful acts of Operator or its members, managers, officers, employees, or agents. Without limiting the generality of the foregoing, and with, the inclusion of the same exceptions as set forth above, Manager covenants and agrees that it will protect, keep and defend Operator forever harmless and indemnified against any and all debt, claim, demand, suit or obligation of every kind, character and description that may be asserted, claimed, filed or brought against Operator where if such claim arises out of or is asserted obligations arose in connection with any Management Services, including, without limitation, any claim by any subtenant, guest, licensee or invitee of Manager. This indemnity does not apply to loss or damage occasioned by defects actions taken in the Casino. Nothing in this Paragraph 15 shall override the right of Manager to employ counsel as an Operating Expense good faith and assert defenses as set forth in Paragraph 3.3 above. Notwithstanding the foregoing, this indemnity does not apply to any claim, loss, cost, damage, expense; penalty or obligation in the event such claim, loss, cost, damage, expense, penalty or obligation is within the scope of this Agreement; and (c) any obligation for the payment of money that Issuer may incur under this Agreement or in connection with the Project shall not be deemed to constitute a general obligation of the Issuer, the State, or the City of Grand Prairie, but shall be payable solely from money on deposit in the Operating and Maintenance Fund created under the Indenture to the extent there is money on deposit therein, and shall not, under any circumstances be paid from any other property of the Issuer. To the extent permitted by law, and subject to the provisions of one clause (c) above, the Issuer hereby indemnifies the Manager and agrees to hold it harmless with respect to project costs, expenses, accounts, debts, liabilities, and obligations and any legal fees and expenses incurred without negligence or more policies bad faith of insurance obtained by the Manager or Operator. Under no circumstances shall in connection therewith during the liability of Manager for indemnification hereunder exceed the amount of One Million Dollars ($1,000,000). The foregoing indemnity shall survive the expiration or early termination term of this Agreement. To the extent permitted by-law, the Manager hereby indemnifies the Issuer and agrees to hold the Issuer harmless from any loss, liability, or cost (including reasonable attorneys’ fees) not covered by insurance proceeds that the Issuer may sustain, incur, or assume as a result of any claims that may be alleged, made, instituted, or maintained against the Manager or the Issuer, jointly or severally, resulting from the negligence or willful misconduct of the Manager, or its agents or employees, in connection with the performance of the Manager’s duties under this Agreement.

Manager’s Indemnification. Except ‘as otherwise set forth herein, Manager covenants and agrees that it will protect, keep and defend Operator each Owner forever harmless and indemnified against and from any penalty or damage or charges imposed for any violation of any laws or ordinances, including, without limitation, Gaming Laws, occasioned by the negligence gross negligence, wanton or willful misconduct or recklessness of Manager or those holding under Manager Manager, and that Manager will at all times protect, indemnify, defend and save and keep Operator each Owner harmless against and from any and all claims and against and from any and all loss, cost, damage or expense, including reasonable attorneys, ’ fees, arising out of any negligence gross negligence, wanton or willful misconduct or recklessness of Manager in any respect to comply with and perform all the requirements and provisions hereof hereof; except to the extent that any penalty, damage, charge, loss, cost or expense is caused by the negligent or gross negligence, wanton or willful acts misconduct or recklessness of Operator any Owner or its members, managers, officers, employees, or agents. Without limiting the generality of the foregoing, and with, with the inclusion of the same exceptions as set forth above, Manager covenants and agrees that it will protect, keep and defend Operator each Owner forever harmless and indemnified against any and all debt, claim, demand, suit or obligation of every kind, character and description that may be asserted, claimed, filed or brought against Operator any Owner where such claim arises out of or is asserted in connection with any Management Services, including, without limitation, any claim by any subtenant, guest, licensee or invitee of Manager. This indemnity does not apply to loss or damage occasioned by defects in the CasinoCasino Operation. Nothing in this Paragraph 15 Section 12 shall override the right of Manager to employ counsel as an Operating Expense and assert defenses as set forth in Paragraph 3.3 above. Exhibit A. Notwithstanding the foregoing, this indemnity does not apply to any claim, loss, cost, damage, expense; , penalty or obligation in the event such claim, loss, cost, damage, expense, penalty or obligation is within the scope of or is the subject of one or more policies of insurance obtained by Manager or Operatorany Owner. Under no circumstances shall the liability of Manager for indemnification hereunder exceed the amount of One Million Dollars ($1,000,000)) per Casino Operation. The foregoing indemnity shall survive the expiration or early termination of this Agreement.

Manager’s Indemnification. Except ‘as otherwise set forth herein, Manager covenants and agrees that it will protect, keep and defend Operator Owner forever harmless and indemnified against and from any penalty or damage or charges imposed for any violation of any laws or ordinances, including, without limitation, Gaming Laws, occasioned by the negligence of Manager or those holding under Manager and that Manager will at all times protect, indemnify, defend and save and keep Operator Owner harmless against and from any and all claims and against and from any and all loss, cost, damage or expense, including reasonable attorneys, ’ fees, arising out of any negligence of Manager in any respect to comply with and perform all the requirements and provisions hereof hereof; except to the extent that any penalty, damage, charge, loss, cost or expense is caused by the negligent or wanton or willful acts of Operator Owner or its members, managers, officers, employees, or agents. Without limiting the generality of the foregoing, and with, with the inclusion of the same exceptions as set forth above, Manager covenants and agrees that it will protect, keep and defend Operator Owner forever harmless and indemnified against any and all debt, claim, demand, suit or obligation of every kind, character and description that may be asserted, claimed, filed or brought against Operator Owner where such claim arises out of or is asserted in connection with any Management Services, including, without limitation, any claim by any subtenant, guest, licensee or invitee of Manager. This indemnity does not apply to loss or damage occasioned by defects in the CasinoThe Cannery. Nothing in this Paragraph 15 shall override the right of Manager to employ counsel as an Operating Expense and assert defenses as set forth in Paragraph 3.3 5.3 above. Notwithstanding the foregoing, this indemnity does not apply to any claim, loss, cost, damage, expense; , penalty or obligation in the event such claim, loss, cost, damage, expense, penalty or obligation is within the scope of or is the subject of one or more policies of insurance obtained by Manager or Operator. Under no circumstances shall the liability of Manager for indemnification hereunder exceed the amount of One Million Dollars ($1,000,000). The foregoing indemnity shall survive the expiration or early termination of this Agreement.or