Common use of Owner Indemnification Clause in Contracts

Owner Indemnification. (i) Owner shall indemnify, defend, reimburse and hold harmless the Manager and its Affiliates and their respective officers, managers, representatives, agents, members, employees (together with the Manager, the “Manager Indemnified Parties”) from and against and in respect of any and all claims, liabilities, losses, costs, expenses (including reasonable attorneys’ fees and costs of investigation), judgments, fines, penalties, interest, settlement or damages (collectively, “Liabilities”) incurred or suffered by a Manager Indemnified Party in connection with, arising out of, or relating to, directly or indirectly, its performance of the Management Services and or Operating Services hereunder, EVEN IF SUCH LIABILITIES AROSE IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE, SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF A MANAGER INDEMNIFIED PARTY, except that such indemnity will not apply in cases in which any such Liabilities are determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or intentional misconduct of the Manager or any other Manager Indemnified Party or from any failure by the Manager to follow any lawful direction of Owner. (ii) To the fullest extent permitted by applicable Law and subject to Parent and Owner having sufficient funds available, reasonable expenses (including reasonable legal fees and expenses) incurred by a Manager Indemnified Party who is indemnified pursuant to Section 11.1(a) in defending any claim, demand, action, suit or proceeding relating to acts or omissions with respect to the performance of duties or services pursuant to this Agreement, from time to time, shall be advanced by Parent prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by Parent of an undertaking by or on behalf of such Manager Indemnified Party to repay such amount if it shall be determined that the Manager Indemnified Party is not entitled to be indemnified as authorized in Section 11.1(a). (iii) The indemnification provided by this Section 11.1(a) shall be in addition to any other rights to which a Manager Indemnified Party may be entitled under any agreement, pursuant to any approval by Parent, as a matter of law or otherwise, both as to actions in the Manager Indemnified Party’s capacity as a Manager Indemnified Party and as to actions in any other capacity and shall continue as to a Manager Indemnified Party who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Manager.

Owner Indemnification. (i) The Owner shall indemnify, defend, reimburse and hold harmless the Manager and its Affiliates and their respective officers, managers, representatives, agents, members, employees (together with the Manager, the “Manager Indemnified Parties”) from and against and in respect of any and all claims, liabilities, losses, costs, expenses (including reasonable attorneys’ fees and costs of investigation), judgments, fines, penalties, interest, settlement settlements or damages (collectively, “Liabilities”) incurred or suffered by a Manager Indemnified Party in connection with, arising out of, or relating to, directly or indirectly, its performance of the Management Services and or Operating Services hereunder; provided, EVEN IF SUCH LIABILITIES AROSE IN WHOLE OR IN PART FROM THE ACTIVEhowever, PASSIVE, SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF A MANAGER INDEMNIFIED PARTY, except that such indemnity Owner will not apply be required to so indemnify, defend, reimburse and hold harmless any of the Manager Indemnified Parties (A) from any Liabilities in cases respect of any decision by or on behalf of the Manager in connection with any Property Acquisition, Asset disposition or operation of Assets with respect to due diligence, waiver or deemed waiver of title defects mistakes in title or environmental review or similar actions or omissions, and (B) from any other Liabilities unless the following standards are satisfied: I. the Manager has made a good faith determination that the Manager’s course of conduct which any caused or resulted, or allegedly caused or resulted in, the Liabilities for which such Manager Indemnified Party seeks indemnification or advancement of expenses pursuant to this Section 11.1(A) was in the best interests of AECP LP or the Owner; II. at the time the conduct was performed that caused or resulted, or allegedly caused or resulted in the Liabilities are determined by for which the Manager Indemnified Party seeks indemnification or advancement of expenses, the Manager was acting on behalf of or performing services for AECP LP or Owner; III. there has not been a final and non-appealable judgment of entered by a court of competent jurisdiction determining that, in respect of the matter for which such Manager Indemnified Party is seeking indemnification pursuant to have resulted from the gross this Section 11.1(a), such Manager Indemnified Party engaged in negligence or intentional misconduct misconduct, or in the case of a criminal matter, acted with knowledge that such Manager Indemnified Party’s conduct was unlawful; and IV. with respect to Liabilities arising from or out of an alleged violation of federal or state securities laws, A. there has been a successful adjudication on the merits of each count of such alleged violation of securities laws; B. such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or C. a court of competent jurisdiction approves a settlement of the claims against the Manager or any other such Manager Indemnified Party and finds that indemnification of the settlement and the related costs should be made, and the court has been advised of the position of the Securities and Exchange Commission and the position of any state securities regulatory authority in which securities of AECP LP were offered or from any failure by sold as to indemnification of violations of securities laws. Any indemnification pursuant to this Section 11.1(A) shall be made only out of the Manager to follow any lawful direction consolidated tangible net assets of AECP LP and Owner. (ii) To the fullest extent permitted by applicable Law and subject to Parent AECP LP and Owner having sufficient funds available, reasonable expenses (including reasonable legal fees and expenses) incurred by a Manager Indemnified Party who is indemnified pursuant to Section 11.1(a11.1(A) in defending any claim, demand, action, suit or proceeding relating to acts or omissions with respect to the performance of duties or services pursuant to this Agreement, from time to time, shall may be advanced by Parent AECP LP prior to a determination that the Indemnitee is not entitled to be indemnified indemnified; provided, that (a) such legal action is initiated by a third party who is not a unitholder of equity interests in AECP LP or, if such legal action is initiated by such a unitholder, a court of competent jurisdiction shall have approved such advancement and (b) upon receipt by Parent AECP LP of an undertaking by or on behalf of such the Manager Indemnified Party to repay such amount together with the applicable legal rate of interest thereon if it shall be determined that the Manager Indemnified Party is not entitled to be indemnified as authorized in Section 11.1(a11.1(A). (iii) The indemnification provided by this Section 11.1(a11.1(A) shall be in addition to any other rights to which a Manager Indemnified Party may be entitled under any agreement, pursuant to any approval by ParentAECP LP, as a matter of law or otherwise, both as to actions in the Manager Indemnified Party’s capacity as a Manager Indemnified Party and as to actions in any other capacity and shall continue as to a Manager Indemnified Party who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Manager.

Owner Indemnification. (i) The Owner shall indemnify, defend, reimburse and hold harmless the Manager and its Affiliates and their respective officers, managers, representatives, agents, members, employees (together with the Manager, the “Manager Indemnified Parties”) from and against and in respect of any and all claims, liabilities, losses, costs, expenses (including reasonable attorneys’ fees and costs of investigation), judgments, fines, penalties, interest, settlement settlements or damages (collectively, “Liabilities”) incurred or suffered by a Manager Indemnified Party in connection with, arising out of, or relating to, directly or indirectly, its performance of the Management Services and or Operating Services hereunder, EVEN IF SUCH LIABILITIES AROSE IN WHOLE OR IN PART FROM THE ACTIVE, PASSIVE, SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF A MANAGER INDEMNIFIED PARTY, except provided, however, that such indemnity Owner will not apply be required to so indemnify, defend, reimburse and hold harmless any of the Manager Indemnified Parties (A) from any Liabilities in cases respect of any decision by or on behalf of the Manager in connection with any Property Acquisition, Asset disposition or operation of Assets with respect to due diligence, waiver or deemed waiver of title defects mistakes in title or environmental review or similar actions or omissions, and (B) from any other Liabilities unless the following standards are satisfied: I. the Manager has made a good faith determination that the Manager’s course of conduct which any caused or resulted, or allegedly caused or resulted in, the Liabilities for which such Manager Indemnified Party seeks indemnification or advancement of expenses pursuant to this Section 11.1(a) was in the best interests of AECP LP or the Owner; II. at the time the conduct was performed that caused or resulted, or allegedly caused or resulted in the Liabilities are determined by for which the Manager Indemnified Party seeks indemnification or advancement of expenses, the Manager was acting on behalf of or performing services for AECP LP or Owner; III. there has not been a final and non-appealable judgment of entered by a court of competent jurisdiction determining that, in respect of the matter for which such Manager Indemnified Party is seeking indemnification pursuant to have resulted from the gross this Section 11.1(a), such Manager Indemnified Party engaged in negligence or intentional misconduct misconduct, or in the case of a criminal matter, acted with knowledge that such Manager Indemnified Party’s conduct was unlawful; and IV. with respect to Liabilities arising from or out of an alleged violation of federal or state securities laws, A. there has been a successful adjudication on the merits of each count of such alleged violation of securities laws; B. such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or C. a court of competent jurisdiction approves a settlement of the claims against the Manager or any other such Manager Indemnified Party and finds that indemnification of the settlement and the related costs should be made, and the court has been advised of the position of the Securities and Exchange Commission and the position of any state securities regulatory authority in which securities of AECP LP were offered or from any failure by sold as to indemnification of violations of securities laws. Any indemnification pursuant to this Section 11.1(a) shall be made only out of the Manager to follow any lawful direction consolidated tangible net assets of AECP LP and Owner. (ii) To the fullest extent permitted by applicable Law and subject to Parent AECP LP and Owner having sufficient funds available, reasonable expenses (including reasonable legal fees and expenses) incurred by a Manager Indemnified Party who is indemnified pursuant to Section 11.1(a) in defending any claim, demand, action, suit or proceeding relating to acts or omissions with respect to the performance of duties or services pursuant to this Agreement, from time to time, shall may be advanced by Parent AECP LP prior to a determination that the Indemnitee is not entitled to be indemnified indemnified; provided, that (a) such legal action is initiated by a third party who is not a unitholder of equity interests in AECP LP or, if such legal action is initiated by such a unitholder, a court of competent jurisdiction shall have approved such advancement and (b) upon receipt by Parent AECP LP of an undertaking by or on behalf of such the Manager Indemnified Party to repay such amount together with the applicable legal rate of interest thereon if it shall be determined that the Manager Indemnified Party is not entitled to be indemnified as authorized in Section 11.1(a). (iii) The indemnification provided by this Section 11.1(a) shall be in addition to any other rights to which a Manager Indemnified Party may be entitled under any agreement, pursuant to any approval by ParentAECP LP, as a matter of law or otherwise, both as to actions in the Manager Indemnified Party’s capacity as a Manager Indemnified Party and as to actions in any other capacity and shall continue as to a Manager Indemnified Party who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Manager.