Common use of Waiver of Subrogation; Indemnification Clause in Contracts

Waiver of Subrogation; Indemnification. (a) Owner hereby releases Manager and its agents, contractors and employees from any and all liability and responsibility to Owner or anyone claiming by, through or under Owner, by way of subrogation or otherwise, for losses covered by Owner’s or Manager’s insurance, regardless of the negligence, misconduct or other fault of Manager or of its agents, contractors or employees. Manager assumes no liability for any failure of, or default by, any tenant in the payment of any rent or other charges due Owner or in the performance of any obligations owed by any tenant to Owner pursuant to any lease or otherwise. Owner shall defend, indemnify and hold harmless Manager, its affiliates and each of their respective officers, directors, representatives, agents, principals, partners, members, shareholders, agents, contractors, insurers and employees, and their respective successors and assigns (the “Manager Indemnified Parties”),from all claims, expenses (including attorney fees and court costs), liability, allegation or other causes relating to the ownership or operation of the Project and/or to circumstances arising in connection the operation of the Project by Xxxxxx, including, without limitation and for the avoidance of doubt, the actions of Owner. IT IS EXPRESSLY UNDERSTOOD BY OWNER THAT THIS CONTRACTUAL PROVISION IS NOT A MERE RECITATION AND THIS PROVISION EXPRESSLY REQUIRES OWNER TO DEFEND AND INDEMNIFY MANAGER INDEMNIFIED PARTIES FOR ALL ACTIVITY UNDERTAKEN BY MANAGER PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE OBLIGATION TO DEFEND AND INDEMNIFY THE MANAGER INDEMNIFIED PARTIES FOR THEIR OWN NEGLIGENCE, WHETHER PASSIVE OR ACTIVE, EVEN WHEN THE MANAGER INDEMNIFIED PARTIES ARE JOINTLY COMPARATIVELY, CONTRIBUTIVELY OR CONCURRENTLY NEGLIGENT WITH OWNER, AND EVEN THOUGH ANY SUCH CLAIM, CAUSE OF ACTION OR SUIT IS BASED UPON THE STRICT LIABILITY OF THE MANAGER INDEMNIFIED PARTIES. It is the intent of this provision to provide Manager with the broadest enforceable entitlement to indemnification and defense for its activities undertaken pursuant to this Agreement. Owner hereby acknowledges this express undertaking and indemnity obligation. (b) Manager agrees to indemnify, hold, and save harmless Owner, its affiliates and respective officers, directors, representatives, agents, principals, partners, members, investors, shareholders, agents, contractors, insurers and employees, and their respective successors and assigns (the “Owner Indemnified Parties”) from any claims, expenses (including attorney’s fees and court costs), liability, allegation or other causes resulting from Manager’s gross negligence and/or willful misconduct; provided, however, that in no event shall the indemnity provided to Owner and the other Owner Indemnified Parties under this Section 6.5 extend to (i) any action, cause of action, suit, expense, claim or demand that is paid in full from the proceeds of any insurance maintained available as long as the relevant insurer promptly acknowledges coverage for any such claim or claims, loss, or settlement on account thereof, and promptly undertakes the defense of Owner and continues such defense through final resolution or (ii) Owner’s default in its obligations under the terms of this Agreement, or (iii) loss or damage arising out of alleged or actual terrorist acts, or (iv) Owners actions or inactions, or (v) any violation of a Legal Requirement relating to the physical condition of the Project if (x) such violation existed as of the Commencement Date, or (y) such violation arose after the Commencement Date but Manager shall have advised Owner in writing of the existence of such violation and Owner shall have failed to furnish Manager with the necessary funds or authorization to cure the same (collectively, the “Excluded Violations”). Manager shall not, in the performance of this Agreement, be liable to Owner for any act, omission or negligence of any agent or employee of Owner. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER OWNER NOR MANAGER SHALL BE LIABLE FOR ANY LOST OR PROSPECTIVE PROFITS OR ANY INDIRECT, CONSEQUENTIAL (EXCEPT ATTORNEYS’ FEES AND COSTS TO BE PAID UNDER AN INDEMNITY SPECIFICALLY UNDERTAKEN UNDER THIS AGREEMENT), SPECIAL, INCIDENTAL, PUNITIVE OR OTHER EXEMPLARY LOSSES OR DAMAGES, WHETHER IN TORT, CONTRACT OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY, PRIOR NOTICE, OR CAUSE THEREOF, THAT WOULD NOT OTHERWISE BE COVERED UNDER THE STANDARD LIABILITY OR PROPERTY INSURANCE FORMS REQUIRED OF THE PARTIES HEREUNDER. IN NO EVENT SHALL MANAGER BE LIABLE FOR DAMAGES IN EXCESS OF THE MANAGEMENT FEES PAID BY OWNER DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE SAID DAMAGES WERE INCURRED. (d) The provisions of this Section 6.5 shall survive the expiration or earlier tennination of this Agreement.

Waiver of Subrogation; Indemnification. (a) Owner hereby releases Manager and its agents, contractors and employees from any and all liability and responsibility to Owner or anyone claiming by, through or under Owner, by way of subrogation or otherwise, for losses covered by Owner’s 's or Manager’s 's insurance, regardless of the negligence, misconduct or other fault of Manager or of its agents, contractors or employees. Manager assumes no liability for any failure of, or default by, any tenant in the payment of any rent or other charges due Owner or in the performance of any obligations owed by any tenant to Owner pursuant to any lease or otherwise. Owner shall defend, indemnify and hold harmless Manager, its affiliates and each of their respective officers, directors, representatives, agents, principals, partners, members, shareholders, agents, contractors, insurers and employees, and their respective successors and assigns (the “"Manager Indemnified Parties”),from Parties"), from all claims, expenses (including attorney fees and court costs), liability, allegation or other causes relating to the ownership or operation of the Project and/or to circumstances arising in connection the operation of the Project by XxxxxxMxxxxx, including, without limitation and for the avoidance of doubt, the actions of Owner. IT IS EXPRESSLY UNDERSTOOD BY OWNER THAT THIS CONTRACTUAL PROVISION IS NOT A MERE RECITATION AND THIS PROVISION EXPRESSLY REQUIRES OWNER TO DEFEND AND INDEMNIFY MANAGER INDEMNIFIED PARTIES FOR ALL ACTIVITY UNDERTAKEN BY MANAGER PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE OBLIGATION TO DEFEND AND INDEMNIFY THE MANAGER INDEMNIFIED PARTIES FOR THEIR OWN NEGLIGENCE, WHETHER PASSIVE OR ACTIVE, EVEN WHEN THE MANAGER INDEMNIFIED PARTIES ARE JOINTLY COMPARATIVELY, CONTRIBUTIVELY OR CONCURRENTLY NEGLIGENT WITH OWNER, AND EVEN THOUGH ANY SUCH CLAIM, CAUSE OF ACTION OR SUIT IS BASED UPON THE STRICT LIABILITY OF THE MANAGER INDEMNIFIED PARTIES. It is the intent of this provision to provide Manager with the broadest enforceable entitlement to indemnification and defense for its activities undertaken pursuant to this Agreement. Owner hereby acknowledges this express undertaking and indemnity obligation. (b) Manager agrees to indemnify, hold, and save harmless Owner, its affiliates and respective officers, directors, representatives, agents, principals, partners, members, investors, shareholders, agents, contractors, insurers and employees, and their respective successors and assigns (the “"Owner Indemnified Parties”") from any claims, expenses (including attorney’s 's fees and court costs), liability, allegation or other causes resulting from Manager’s 's gross negligence and/or willful misconduct; provided, however, that in no event shall the indemnity provided to Owner and the other Owner Indemnified Parties under this Section 6.5 extend to (i) any action, cause of action, suit, expense, claim or demand that is paid in full from the proceeds of any insurance maintained available as long as the relevant insurer promptly acknowledges aclmowledges coverage for any such claim or claims, loss, or settlement on account thereof, and promptly undertakes the defense of Owner and continues such defense through final resolution or (ii) Owner’s 's default in its obligations under the terms of this Agreement, or (iii) loss or damage arising out of alleged or actual terrorist acts, or (iv) Owners actions or inactions, or (v) any violation of a Legal Requirement relating to the physical condition of the Project if (x) such violation existed as of the Commencement Date, or (y) such violation arose after the Commencement Date but Manager shall have advised Owner in writing of the existence of such violation and Owner shall have failed to furnish Manager with the necessary funds or authorization to cure the same (collectively, the “"Excluded Violations”"). Manager shall not, in the performance perfonnance of this Agreement, be liable to Owner for any act, omission or negligence of any agent or employee of Owner. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER OWNER NOR MANAGER SHALL BE LIABLE FOR ANY CONTAINEDHEREIN,NEITHEROWNERNORMANAGERSHALLBELIABLEFORANY LOST OR PROSPECTIVE PROFITS OR ANY INDIRECT, CONSEQUENTIAL (EXCEPT ATTORNEYS’ ' FEES AND COSTS TO BE PAID UNDER AN INDEMNITY SPECIFICALLY UNDERTAKEN UNDER THIS AGREEMENT), SPECIAL, INCIDENTAL, PUNITIVE OR OTHER EXEMPLARY LOSSES OR DAMAGES, WHETHER IN TORT, CONTRACT OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY, PRIOR NOTICE, OR CAUSE THEREOF, THAT WOULD NOT OTHERWISE BE COVERED UNDER THE STANDARD LIABILITY OR PROPERTY INSURANCE FORMS REQUIRED OF THE PARTIES HEREUNDER. IN NO EVENT SHALL MANAGER BE LIABLE FOR DAMAGES IN EXCESS OF THE MANAGEMENT FEES PAID BY OWNER DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE SAID DAMAGES WERE INCURRED. (d) The provisions of this Section 6.5 shall survive the expiration or earlier tennination termination of this Agreement.

Waiver of Subrogation; Indemnification. (a) Owner hereby releases Manager and its agents, contractors and employees from any and all liability and responsibility to Owner or anyone claiming by, through or under Owner, by way of subrogation or otherwise, for losses covered by Owner’s 's or Manager’s 's insurance, regardless of the negligence, misconduct or other fault of Manager or of its agents, contractors or employees. Manager assumes no liability for any failure of, or default by, any tenant in the payment of any rent or other charges due Owner or in the performance of any obligations owed by any tenant to Owner pursuant to any lease or otherwise. Owner shall defend, indemnify and hold harmless Manager, its affiliates and each of their respective officers, directors, representatives, agents, principals, partners, members, shareholders, agents, contractors, insurers and employees, and their respective successors and assigns (the “"Manager Indemnified Parties”),from Parties"), from all claims, expenses (including attorney fees and court costs), liability, allegation or other causes relating to the ownership or operation of the Project and/or to circumstances arising in connection the operation of the Project by Xxxxxx, including, without limitation and for the avoidance of doubt, the actions of Owner. IT IS EXPRESSLY UNDERSTOOD BY OWNER THAT THIS CONTRACTUAL PROVISION IS NOT A MERE RECITATION AND THIS PROVISION EXPRESSLY REQUIRES OWNER TO DEFEND AND INDEMNIFY MANAGER INDEMNIFIED PARTIES FOR ALL ACTIVITY UNDERTAKEN BY MANAGER PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE OBLIGATION TO DEFEND AND INDEMNIFY THE MANAGER INDEMNIFIED PARTIES FOR THEIR OWN NEGLIGENCE, WHETHER PASSIVE OR ACTIVE, EVEN WHEN THE MANAGER INDEMNIFIED PARTIES ARE JOINTLY COMPARATIVELY, CONTRIBUTIVELY OR CONCURRENTLY NEGLIGENT WITH OWNER, AND EVEN THOUGH ANY SUCH CLAIM, CAUSE OF ACTION OR SUIT IS BASED UPON THE STRICT LIABILITY OF THE MANAGER INDEMNIFIED PARTIES. It is the intent of this provision to provide Manager with the broadest enforceable entitlement to indemnification and defense for its activities undertaken pursuant to this Agreement. Owner hereby acknowledges this express undertaking and indemnity obligation. (b) Manager agrees to indemnify, hold, and save harmless xxxxxxxx Owner, its affiliates and respective officers, directors, representatives, agents, principals, partners, members, investors, shareholders, agents, contractors, insurers and employees, and their respective successors and assigns (the “"Owner Indemnified Parties”") from any claims, expenses (including attorney’s 's fees and court costs), liability, allegation or other causes resulting from Manager’s 's gross negligence and/or willful misconduct; provided, however, that in no event shall the indemnity provided to Owner and the other Owner Indemnified Parties under this Section 6.5 extend to (i) any action, cause of action, suit, expense, claim or demand that is paid in full from the proceeds of any insurance maintained available as long as the relevant insurer promptly acknowledges coverage for any such claim or claims, loss, or settlement on account thereof, and promptly undertakes the defense of Owner and continues such defense through final resolution or (ii) Owner’s 's default in its obligations under the terms of this Agreement, or (iii) loss or damage arising out of alleged or actual terrorist acts, or (iv) Owners actions or inactions, or (v) any violation of a Legal Requirement relating to the physical condition of the Project if (x) such violation existed as of the Commencement Date, or (y) such violation arose after the Commencement Date but Manager shall have advised Owner in writing of the existence of such violation and Owner shall have failed to furnish Manager with the necessary funds or authorization to cure the same (collectively, the “"Excluded Violations”"). Manager shall not, in the performance of this Agreement, be liable to Owner for any act, omission or negligence of any agent or employee of Owner. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER OWNER NOR MANAGER SHALL BE LIABLE FOR ANY LOST OR PROSPECTIVE PROFITS OR ANY INDIRECT, CONSEQUENTIAL (EXCEPT ATTORNEYS’ ' FEES AND COSTS TO BE PAID UNDER AN INDEMNITY SPECIFICALLY UNDERTAKEN UNDER THIS AGREEMENT), SPECIAL, INCIDENTAL, PUNITIVE OR OTHER EXEMPLARY LOSSES OR DAMAGES, WHETHER IN TORT, CONTRACT OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY, PRIOR NOTICE, OR CAUSE THEREOF, THAT WOULD NOT OTHERWISE BE COVERED UNDER THE STANDARD LIABILITY OR PROPERTY INSURANCE FORMS REQUIRED OF THE PARTIES HEREUNDER. IN NO EVENT SHALL MANAGER BE LIABLE FOR DAMAGES IN EXCESS OF THE MANAGEMENT FEES PAID BY OWNER DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE SAID DAMAGES WERE INCURRED. (d) The provisions of this Section 6.5 shall survive the expiration or earlier tennination termination of this Agreement.

Waiver of Subrogation; Indemnification. (a) Owner hereby releases Manager and its agents, contractors and employees from any and all liability and responsibility to Owner or anyone claiming by, through or under Owner, by way of subrogation or otherwise, for losses covered by Owner’s or Manager’s insurance, regardless of the negligence, misconduct or other fault of Manager or of its agents, contractors or employees. Manager assumes no liability for any failure of, or default by, any tenant in the payment of any rent or other charges due Owner or in the performance perfornmnce of any obligations owed by any tenant to Owner pursuant to any lease or otherwise. Owner shall defend, indemnify and hold harmless Manager, its affiliates and each of their respective officers, directors, representatives, agents, principals, partners, members, shareholders, agents, contractors, insurers and employees, and their respective successors and assigns (the “Manager Indemnified Parties”),from all claims, expenses (including attorney fees and court costs), liability, allegation or other causes relating to the ownership or operation of the Project and/or to circumstances arising in connection the operation of the Project by Xxxxxx, including, without limitation and for the avoidance of doubt, the actions of Owner. IT IS EXPRESSLY UNDERSTOOD BY OWNER THAT THIS CONTRACTUAL PROVISION IS NOT A MERE RECITATION AND THIS PROVISION EXPRESSLY REQUIRES OWNER TO DEFEND AND INDEMNIFY MANAGER INDEMNIFIED PARTIES FOR ALL ACTIVITY UNDERTAKEN BY MANAGER PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE OBLIGATION TO DEFEND AND INDEMNIFY THE MANAGER INDEMNIFIED PARTIES FOR THEIR OWN NEGLIGENCE, WHETHER PASSIVE OR ACTIVE, EVEN WHEN THE MANAGER INDEMNIFIED PARTIES ARE JOINTLY COMPARATIVELY, CONTRIBUTIVELY OR CONCURRENTLY NEGLIGENT WITH OWNER, AND EVEN THOUGH ANY SUCH CLAIM, CAUSE OF ACTION OR SUIT IS BASED UPON THE STRICT LIABILITY OF THE MANAGER INDEMNIFIED PARTIES. It is the intent of this provision to provide Manager with the broadest enforceable entitlement to indemnification and defense for its activities undertaken undertalcen pursuant to this Agreement. Owner hereby acknowledges this express undertaking and indemnity obligation. (b) Manager agrees to indemnify, hold, and save harmless Owner, its affiliates and respective officers, directors, representatives, agents, principals, partners, members, investors, shareholders, agents, contractors, insurers and employees, and their respective successors and assigns (the “Owner Indemnified Parties”) from any claims, expenses (including attorney’s fees and court costs), liability, allegation or other causes resulting from Manager’s gross negligence and/or willful misconduct; provided, however, that in no event shall the indemnity provided to Owner and the other Owner Indemnified Parties under this Section 6.5 extend to (i) any action, cause of action, suit, expense, claim or demand that is paid in full from the proceeds of any insurance maintained available as long as the relevant insurer promptly acknowledges coverage for any such claim or claims, loss, or settlement on account thereof, and promptly undertakes the defense of Owner and continues such defense through final resolution or (ii) Owner’s default in its obligations under the terms of this Agreement, or (iii) loss or damage arising out of alleged or actual terrorist acts, or (iv) Owners actions or inactions, or (v) any violation of a Legal Requirement relating to the physical condition of the Project if (x) such violation existed as of the Commencement Date, or (y) such violation arose after the Commencement Date but Manager shall have advised Owner in writing of the existence of such violation and Owner shall have failed to furnish Manager with the necessary funds or authorization to cure the same (collectively, the “Excluded Violations”). Manager shall not, in the performance of this Agreement, be liable to Owner for any act, omission or negligence of any agent or employee of Owner. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER OWNER NOR MANAGER SHALL BE LIABLE FOR ANY CONTAINEDHEREIN,NEITHEROWNERNORMANAGERSHALLBELIABLEFORANY LOST OR PROSPECTIVE PROSPECTNE PROFITS OR ANY INDIRECT, CONSEQUENTIAL (EXCEPT ATTORNEYS’ FEES AND COSTS TO BE PAID UNDER AN INDEMNITY SPECIFICALLY UNDERTAKEN UNDER THIS AGREEMENT), SPECIAL, INCIDENTAL, PUNITIVE OR OTHER EXEMPLARY LOSSES OR DAMAGES, WHETHER IN TORT, CONTRACT OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY, PRIOR NOTICE, OR CAUSE THEREOF, THAT WOULD NOT OTHERWISE BE COVERED UNDER THE STANDARD LIABILITY OR PROPERTY INSURANCE FORMS REQUIRED OF THE PARTIES HEREUNDER. IN NO EVENT SHALL MANAGER BE LIABLE FOR DAMAGES IN EXCESS OF THE MANAGEMENT FEES PAID BY OWNER DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE SAID DAMAGES WERE INCURRED. (d) The provisions of this Section 6.5 shall survive the expiration or earlier tennination termination of this Agreement.

Waiver of Subrogation; Indemnification. (a) Owner hereby releases Manager and its agents, contractors and employees from any and all liability and responsibility to Owner or anyone claiming by, through or under Owner, by way of subrogation or otherwise, for losses covered by Owner’s 's or Manager’s 's insurance, regardless of the negligence, misconduct or other fault of Manager or of its agents, contractors or employees. Manager assumes no liability for any failure of, or default by, any tenant in the payment of any rent or other charges due Owner or in the performance of any obligations owed by any tenant to Owner pursuant to any lease or otherwise. Owner shall defend, indemnify and hold harmless Manager, its affiliates and each of their respective officers, directors, representatives, agents, principals, partners, members, shareholders, agents, contractors, insurers and employees, and their respective successors and assigns (the “"Manager Indemnified Parties”),from Parties"),from all claims, expenses (including attorney fees and court costs), liability, allegation or other causes relating to the ownership or operation of the Project and/or to circumstances arising in connection the operation of the Project by Xxxxxx, including, without limitation and for the avoidance of doubt, the actions of Owner. IT IS EXPRESSLY UNDERSTOOD BY OWNER THAT THIS CONTRACTUAL PROVISION IS NOT A MERE RECITATION AND THIS PROVISION EXPRESSLY REQUIRES OWNER TO DEFEND AND INDEMNIFY MANAGER INDEMNIFIED PARTIES FOR ALL ACTIVITY UNDERTAKEN BY MANAGER PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE OBLIGATION TO DEFEND AND INDEMNIFY THE MANAGER INDEMNIFIED PARTIES FOR THEIR OWN NEGLIGENCE, WHETHER PASSIVE OR ACTIVE, EVEN WHEN THE MANAGER INDEMNIFIED PARTIES ARE JOINTLY COMPARATIVELY, CONTRIBUTIVELY OR CONCURRENTLY NEGLIGENT WITH OWNER, AND EVEN THOUGH ANY SUCH CLAIM, CAUSE OF ACTION OR SUIT IS BASED UPON THE STRICT LIABILITY OF THE MANAGER INDEMNIFIED PARTIES. It is the intent of this provision to provide Manager with the broadest enforceable entitlement to indemnification and defense for its activities undertaken pursuant to this Agreement. Owner hereby acknowledges this express undertaking and indemnity obligation.. Vintage Horizon West- Final 13 (b) Manager agrees to indemnify, hold, and save harmless Owner, its affiliates and respective officers, directors, representatives, agents, principals, partners, members, investors, shareholders, agents, contractors, insurers and employees, and their respective successors and assigns (the “"Owner Indemnified Parties”") from any claims, expenses (including attorney’s 's fees and court costs), liability, allegation or other causes resulting from Manager’s 's gross negligence and/or willful misconduct; provided, however, that in no event shall the indemnity provided to Owner and the other Owner Indemnified Parties under this Section 6.5 extend to (i) any action, cause of action, suit, expense, claim or demand that is paid in full from the proceeds of any insurance maintained available as long as the relevant insurer promptly acknowledges coverage for any such claim or claims, loss, or settlement on account thereof, and promptly undertakes the defense of Owner and continues such defense through final resolution or (ii) Owner’s 's default in its obligations under the terms of this AgreementAgreen1ent, or (iii) loss or damage arising out of alleged or actual terrorist acts, or (iv) Owners actions or inactions, or (v) any violation of a Legal Requirement relating to the physical condition of the Project if (x) such violation existed as of the Commencement Date, or (y) such violation arose after the Commencement Date but Manager shall have advised Owner in writing of the existence of such violation and Owner shall have failed to furnish Manager with the necessary funds or authorization to cure the same (collectively, the “"Excluded Violations”"). Manager shall not, in the performance of this Agreement, be liable to Owner for any act, omission or negligence of any agent or employee of Owner. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER OWNER NOR MANAGER SHALL BE LIABLE FOR ANY CONTAINEDHEREIN,NEITHEROWNERNORMANAGERSHALLBELIABLEFORANY LOST OR PROSPECTIVE PROFITS OR ANY INDIRECT, CONSEQUENTIAL (EXCEPT ATTORNEYS’ ' FEES AND COSTS TO BE PAID UNDER AN INDEMNITY SPECIFICALLY UNDERTAKEN UNDER THIS AGREEMENT), SPECIAL, INCIDENTAL, PUNITIVE OR OTHER EXEMPLARY LOSSES OR DAMAGES, WHETHER IN TORT, CONTRACT OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY, PRIOR NOTICE, OR CAUSE THEREOF, THAT WOULD NOT OTHERWISE BE COVERED UNDER THE STANDARD LIABILITY OR PROPERTY INSURANCE FORMS REQUIRED OF THE PARTIES HEREUNDER. IN NO EVENT SHALL MANAGER BE LIABLE FOR DAMAGES IN EXCESS OF THE MANAGEMENT FEES PAID BY OWNER DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE SAID DAMAGES WERE INCURRED. (d) The provisions of this Section 6.5 shall survive the expiration or earlier tennination termination of this Agreement.