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 harmless TIH, 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 TIH 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 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. 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. 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. 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 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 save harmless Owner, and all present, former and future partners (general or limited) of Owner and all principals, members, partners, shareholders, officers, directors, employees, agents, managers, representatives, affiliates and contractors of Owner or of any member of Owner (collectively, the "Owner Indemnitees") from and against all claims, liabilities, fines, suits, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) of any kind or nature whatsoever which are charged against, or suffered or incurred by, the Owner Indemnitees arising from (a) any willful act, or omission or negligence of Manager, its officers, agents, subcontractors, servants and/or employees, (b) any accident, injury or damage occurring anywhere within or about the Project (or any portion thereof), where such accident, injury or damage results or is claimed to have resulted from any willful act, or omission or negligence of Manager, its officers, agents, subcontractors, servants and/or employees, and (c) any breach, violation or nonperformance of any representation, warranty, covenant, condition or agreement contained in this Agreement to be fulfilled, kept, observed or performed by Manager (the matters described in the preceding clauses (a), (b) and (c) are hereinafter referred to collectively as the "Indemnified Owner Matters"). Without limiting the operation of the foregoing provisions of this Section 5.1, Manager agrees to reimburse the Owner Indemnitees for, and to indemnify and save harmless the Owner Indemnitees against, the payment of any monies which the Owner Indemnitees are required to pay out in connection with or as an expense of any claim, or civil or criminal action, proceeding, charge or prosecution, made, instituted or maintained against the Owner Indemnitees, or the Owner Indemnitees and Manager jointly and severally, due to, caused by or arising out of the Indemnified Owner Matters (including, without limitation, expenses incurred in connection with the fees and disbursements of attorneys hired to defend any such claim, action, proceeding, charge or prosecution, or to enforce this indemnification provision), and to fully indemnify and save harmless the Owner Indemnitees against any judgment, loss or settlement on account of any of the foregoing.
Manager’s Indemnity. Manager shall indemnify and hold Owner free and harmless from any and all Claims not covered by insurance and which results solely from the proven gross negligence or willful misconduct of any of the Key Casino Personnel or the Memphis, Tennessee-based corporate officers of Manager or Manager's Affiliates (if and to the extent that their gross negligence or willful misconduct involves the directing of the activity in the operation of the Casino or in Manager's performance of its obligations under this Agreement that results in such Claim and such Claim is proximately caused by such direction).
Manager’s Indemnity. Manager hereby indemnifies and agrees to pay on behalf of, defend and hold harmless Owner, Cypress, and their principals, officers, directors, trustees, fiduciaries, shareholders, partners, employees and agents (individually and collectively, the "Cypress Indemnified Party") from and against all liabilities, claims, actions, suits, damages, judgments, costs and expenses of whatever nature, including, but not limited to reasonable attorney's fees and disbursements, to which the Cypress Indemnified Party may become subject by reason or arising out of Manager's negligence or willful malfeasance or Manager's actions in breach of or outside the scope of authority under this Agreement, provided that (i) the Cypress Indemnified Party promptly notifies Manager of any matter with respect to which Manager is required to indemnify, hold harmless or reimburse the Cypress Indemnified Party and (ii) the Cypress Indemnified Party does not take any actions, including an admission of liability which would bar Manager from enforcing any applicable coverage under policies of insurance held by Manager or would prejudice Manager from defending itself with respect to such matter. Notwithstanding the foregoing, Manager shall not be required to indemnify, defend, hold harmless or reimburse the Cypress Indemnified Party with respect to any matter to the extent the same resulted from the negligence or willful malfeasance of the Cypress Indemnified Party. The provisions of this Section 7.4 shall survive the expiration and any termination of the Agreement and are subject to the waiver of subrogation provisions of Section 5.7.
