Manager’s Indemnity. Each Manager, severally and not jointly, agrees to indemnify and hold harmless the Master Issuer, Funding, the Mortgages Trustee and Santander UK, as Seller, to the same extent as the foregoing indemnity from the Master Issuer to each Manager, but only with reference to (a) written information relating to such Manager furnished to the Master Issuer, Funding, the Mortgages Trustee or Santander UK by or on behalf of such Manager specifically for inclusion in any of the documents referred to in the foregoing indemnity or (b) any Bloomberg Submission prepared by such Manager (to the extent such submission is not approved by Santander UK in writing); provided, however, that the indemnity with respect to clause (b) above shall not apply to any untrue statement or alleged untrue statement or omission or alleged omission made in any Bloomberg Submission that results from an error or omission in the Disclosure Package or the Final Prospectus (other than any written information furnished to the Master Issuer, Funding, the Mortgages Trustee or Santander UK by or on behalf of such Manager specifically for inclusion therein). This indemnity agreement will be in addition to any liability which any Manager may otherwise have. It is acknowledged that for purposes of this Agreement, the names of the Managers constitute the only information furnished in writing by or on behalf of the several Managers for inclusion in the Disclosure Package or the Final Prospectus or in any amendment or supplement thereto.
Manager’s Indemnity. Without limiting any indemnity provided elsewhere in this Agreement, Manager shall indemnify, defend, protect and hold harmless Owner, its officers, directors, partners, members and employees from and against all claims, losses and liabilities (including all expenses and attorneys’ fees and including, but not limited to, damage to the property of Owner to the extent not covered under property insurance as required of Owner under Section 8.2 above) which arise out of (a) any breach of this Agreement by Manager, (b) any act of Manager which is outside the scope of Manager’s authority under this Agreement, or (c) the professional negligence, active negligence, recklessness, willful misconduct, fraud or criminal acts of Manager, or its employees, officers, agents or representatives, to the extent not covered by Owner’s liability insurance
Manager’s Indemnity. Except as set forth in Section 7(b) below, Manager shall indemnify and hold the REIT Affiliates and Advisor (and each of their respective 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) that may be incurred by or asserted against any such party and that arise from (i) the fraud, willful misconduct or gross negligence of any of the Manager Affiliates, (ii) the breach by the Manager Affiliates of any provision of this Agreement, or (iii) the breach by the Manager Affiliates of any Manager Transaction Documents first occurring prior to the date of the assumption of same by any of the REIT Affiliates. The REIT Parties shall promptly provide Manager with written notice of any claim or suit brought against any of them by a third party which might result in such indemnification.
Manager’s Indemnity. Manager shall indemnify, defend and hold Owner, its partners, officers, employees and agents harmless from all losses, costs, damages, expenses and liabilities which are proximately caused by Manager’s gross negligence, willful misconduct or fraud.
Manager’s Indemnity. Except as set forth in Section 7(b) below, Manager shall indemnify and hold the REIT Affiliates and Advisor (and each of their respective 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) that may be incurred by or asserted against any such party and that arise from (i) the fraud, willful misconduct or gross negligence of any of the Manager Affiliates (other than any REIT Affiliate), (ii) the breach by the Manager Affiliates of any provision of this Agreement, or (iii) the breach by the Manager Affiliates of any Manager Transaction Documents first occurring prior to the date of the assumption of same by any of the REIT Affiliates. The REIT Parties shall promptly provide Manager with written notice of any claim or suit brought against any of them by a third party which might result in such indemnification.
Manager’s Indemnity. Manager shall defend, indemnify and hold harmless each Owner and its Affiliates (and each officer, director, employee, shareholder, partner, member or agent of each Owner and its Affiliates) (each, a “Manager Indemnified Person”) from and against any and all Liabilities incurred or asserted against any Manager Indemnified Person (a) as a result of any failure on the part of Manager to perform its obligations under this Agreement, or (b) arising out of or in any way connected with the grossly negligent acts or omissions of Manager or its subcontractors and Affiliates (other than Owners) in connection with this Agreement.
Manager’s Indemnity. Manager shall indemnify and hold Owner harmless from and against any and all claims, demands, liabilities, costs (including reasonable attorney’s fees), damages, and causes of action of any nature whatsoever arising out of activities by Manager constituting an Improper Action or due to the gross negligence or intentional acts of, or material breach of Section 2.10 of this Agreement by, Manager or its Affiliates, employees, agents or representatives resulting in an Environmental Action; provided, however, Manager’s aggregate liability hereunder and under the Related Management Agreement shall in no event exceed Five Million Dollars ($5,000,000), over and above the utilization of any and all insurance proceeds.
Manager’s Indemnity. Manager shall indemnify, defend and hold harmless CPHP, its Affiliates and their respective owners, members, subsidiaries, partners, officers, directors, and employees from and against any and all Losses arising out of, relating to or in connection with this Agreement, to the extent caused, contributed to or exacerbated by the gross negligence, willful misconduct or fraud of Manager or any of its Affiliates. The foregoing indemnification standards shall not limit any liability of Manager covered under any errors or omissions or other insurance required to be maintained by Manager pursuant to Article 9. Contemporaneously herewith, Manager has caused Five Point Operating Company, LLC to deliver to CPHP a guaranty agreement in the form attached as Exhibit I guarantying Manager’s payment obligations under this Section 7.2.
Manager’s Indemnity. Manager shall defend, indemnify and save harmless City and its agents and employees against all costs (including, without limitation, reasonable attorneys’ fees), damages or claims whether for personal injury, bodily injury or property damage, during the Term of this Agreement, if caused by an act or omission by Manager, arising out of or in connection with the remodeling of offices at the Xxxx Block Building.
Manager’s Indemnity. To the extent that Claims therefore are in excess of available insurance proceeds, Manager shall indemnify, defend, and hold Owner, City, Trustee, their respective Affiliates, and their respective directors, employees, agents, and assigns harmless (collectively, “Owner Parties”) from and against, and reimburse Owner Parties for, any and all Claims, but excluding consequential damages caused by Manager (other than Permitted Consequential Damages), which any Owner Party may have alleged against them, incur, become responsible for, or pay out for any reason, but only to the extent arising out of all or any of the following: (a) Manager’s Gross Negligent or Willful Acts, but only to the extent the Claims arising out of thereof are in excess of available insurance proceeds, (b) a Manager Event of Default, (c) breach by Manager of any of the Contracts for a reason other than the lack of Sufficient Funds, or (d) a failure of Manager to submit any contracts required to be submitted by Manager for review by Owner and Bond Counsel under Sections 2.1.4, 2.4.1, 2.4.2, or 2.4.3, or Manager’s entry into any such contract in contravention of advice provided by Bond Counsel with respect to such contract, or Manager’s breach of the representations set forth in Sections 2.4.8, 2.25.1, 2.25.3 or 3.4.3 with respect to Direct or Indirect Profit realized by Manager in connection with Centralized Services Fees and Expenses and Reimbursable Expenses (collectively with respect to clause (d) of this Section 12.14.1, “Tax Related Indemnities”). Notwithstanding the foregoing, in no event will Manager’s indemnity, hold harmless or defense agreements extend to (i) any breach of any of Owner’s obligations, covenants, agreements or representations contained in this Agreement or the Room Block Agreement, (ii) Owner’s Negligent or Willful Acts, or (iii) an Event of Default by Owner under this Agreement. Notwithstanding anything to the contrary in this Section 12.14.1 or any other provision of this Agreement, Manager’s obligation for Tax Related Indemnities shall not exceed Two Million Dollars ($2,000,000.00).
