Rancon Indemnification. Rancon shall indemnify, defend and hold Glenborough and Glenborough’s officers, directors, shareholders, employees and representatives (“Glenborough Indemnitees”), harmless from and against any and all claims (including any claims made by limited partners or other investors of Rancon), demands, causes of action, losses, damages, fines, penalties, liabilities, costs and expenses, including attorneys’ fees and court costs, sustained or incurred by or asserted against any of the Glenborough Indemnitees by reason of or arising out of the negligence or willful misconduct of Rancon or its General Partners. Glenborough Indemnitee shall cooperate in the defense of such claim, but the right to participate in the defense of such claim shall not limit Glenborough Indemnitee’s right to retain its own counsel in connection with the defense of such claim if Glenborough Indemnitee reasonably believes, in good faith, taking into account all circumstances then existing, that it is necessary to obtain separate counsel. The costs and expenses covered by the indemnities contained herein shall include the costs and expenses of such counsel retained by Glenborough Indemnitee.
Appears in 4 contracts
Samples: Management and Services Agreement, Management and Services Agreement (Rancon Realty Fund Iv), Management and Services Agreement (Rancon Realty Fund V)
