Common use of Manager’s Indemnity Clause in Contracts

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. 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 AffiliatesAffiliates (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.