Indemnification by Manager. The Manager agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Manager, but only with reference to written information relating to the Manager furnished to the Company by the Manager specifically for inclusion in the documents referred to in the foregoing indemnity; provided, however, that in no case shall the Manager be responsible for any amount in excess of the Broker Fee applicable to the Shares and paid hereunder. This indemnity agreement will be in addition to any liability which the Manager may otherwise have.
Indemnification by Manager. Manager shall indemnify, defend, and hold harmless Owner, its partners and members and their respective partners, members, officers, directors, agents, and employees ("OWNER INDEMNITEES") against any and all Losses in connection with third party claims against any Owner Indemnitee that result from any Manager Indemnitee's fraud, gross negligence, willful misconduct or action outside the scope of authority granted hereunder.
Indemnification by Manager. 43 13.3 Procedure................................................... 44 13.3.1 Notice............................................... 44 13.3.2 Defense by Indemnitor................................ 44 13.3.3 Defense by Indemnitee................................ 44 13.3.4 Costs................................................ 45
Indemnification by Manager. Manager agrees to indemnify, defend and hold harmless Sprint PCS and Sprint, and their respective directors, managers, officers, employees, agents and representatives from and against any and all claims, demands, causes of action, losses, actions, damages, liability and expense, including costs and reasonable attorneys' fees, against Sprint PCS or Sprint, and their respective directors, managers, officers, employees, agents and representatives arising from or relating to Manager's violation of any law, regulation or ordinance applicable to Manager, Manager's breach of any representation, warranty or covenant contained in this agreement or any other agreement between Manager or Manager's Related Parties and Sprint PCS and Sprint PCS' Related Parties, Manager's ownership of the Operating Assets or the operation of the Service Area Network, or the actions or failure to act of any of Manager's contractors, subcontractors, agents, directors, managers, officers, employees and representatives of any of them in the performance of any work under this agreement, except where and to the extent the claim, demand, cause of action, loss, action, damage, liability and expense results solely from the negligence or willful misconduct of Sprint PCS or Sprint, as the case may be.
Indemnification by Manager. Manager agrees to indemnify, defend and hold harmless Sprint Spectrum, its directors, officers and employees from and against any and all claims, demands, causes of action, losses, actions, damages, liability and expense, including costs and reasonable attorneys' fees, against Sprint Spectrum, its directors, officers and employees arising from or relating to Manager's, or its directors', managers', officers', employees', contractors', subcontractors', agents' or representatives' violation of any law, regulation or ordinance applicable to Manager, or by Manager's, or its directors', managers', officers', employees', contractors', subcontractors', agents' or representatives' breach of any representation, warranty or covenant contained in this agreement, Manager's ownership of the Operating Assets or the operation of the Service Area Network, except where and to the extent the claim, demand, cause of action, loss, action, damage, liability and expense results from the negligence or willful misconduct of Sprint Spectrum, its directors, officers, employees, contractors, subcontractors, agents or representatives.
Indemnification by Manager. Manager shall indemnify Owner and RREM (and their respective directors, shareholders, members, trustees, agents, employees and officers) with counsel reasonably satisfactory to RREM for, from and against any and all Claims which arise out of the gross negligence or willful misconduct of Manager.
Indemnification by Manager. Manager agrees to indemnify and hold harmless the Sub-Adviser against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof), to which the Sub-Adviser may become subject arising out of or based on the breach or alleged breach by Manager of any provisions of this Agreement or the Management Agreement, or any wrongful action or alleged wrongful action by Manager or its affiliates in the distribution of the Fund's shares, or any wrongful action or alleged wrongful action by the Fund other than wrongful action or alleged wrongful action that was caused by the breach by the Sub-Adviser of the provisions of this Agreement; provided, however, that Manager shall not be liable under this paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by Manager and the Sub-Adviser shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Sub-Adviser's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Sub-Adviser of its duties. The foregoing indemnification shall be in addition to any rights that the Sub-Adviser may have at common law or otherwise. Manager's agreements in this paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Sub-Adviser, be controlled by the Sub-Adviser or be under common control with the Sub-Adviser and to each of the Sub-Adviser's and each such person's respective affiliates, directors, officers, employees and agents. Manager's agreements in this paragraph shall also extend to any of the Sub-Adviser's successors or the successors of the aforementioned affiliates, directors, officers, employees or agents.
Indemnification by Manager. Manager shall hold harmless, indemnify and defend Owner and its Affiliates and their respective agents, employees, officers, directors and shareholders (collectively, “Owner Indemnities”), from and against any action, cause of action, suit, debt, cost, expense (including, without limitation, reasonable attorneys’ fees for pre-trial, trial and appellate proceedings), claim or demand whatsoever brought or asserted by any third person whomsoever, at law or in equity, incurred by Owner Indemnities, arising by reason of: (a) the gross negligence or willful misconduct of any Key Employees, which results in a claim for bodily injury, death or property damage occurring on, in or in conjunction with the business of the Hotel, to the extent not covered by insurance (including the deductible, if any); (b) Manager’s gross negligence or willful misconduct in the selection, hiring, training discharge or supervision of any Hotel employees; or (c) any action taken by Manager, its employee or agent, which is beyond the scope of Manager’s authority under this Agreement. Manager may apply the proceeds of any available insurance to the payment of any claim under the indemnity set for the in this Section 18.2. The provisions of this Section 18.2 shall survive the expiration or termination of this Agreement ands hall be binding upon Manager’s successors and assigns.
Indemnification by Manager. Subject to Sections 12.3.3, 12.3.4 and 18.5.5, Manager shall defend, indemnify and hold harmless Tenant and its Affiliates, and each of their respective shareholders, members, partners, trustees, beneficiaries, directors, officers, employees and agents, and the successors and assigns of each of the foregoing (collectively, the “Tenant Indemnified Parties”) for, from and against any and all (a) Claims that any Tenant Indemnified Party or Parties may incur, become responsible for or pay out to the extent caused by the gross negligence or willful misconduct of Manager and (b) any uninsured loss incurred by Tenant due to the commission by any Senior Executive Personnel or Corporate Personnel of any act of fraud, embezzlement, misappropriation or similar act of malfeasance with respect to the Managed Facility.
Indemnification by Manager. Manager agrees to indemnify, defend and hold Owner harmless from any and all liability, claim, loss, cost, damage or expense (including without limitation, attorneys' fees and expenses) to any third person incurred by reason of any acts of commission or omission or any negligent or tortious acts by Manager or its respective agents or employees. Without limiting the foregoing, Manager shall:
(a) Be fully responsible for the performance of all of its employees and agents;
(b) Pay any sums as are due to contractors or other parties as a result of Manager's failure to abide by the terms of any contract, agreement or other arrangement;
(c) Hold Owner harmless from and indemnify Owner against any and all obligations and expenditures incurred or made by Manager and not made pursuant to an approved Budget or otherwise approved by Owner or as authorized herein; and
(d) Be fully responsible for all costs and expenses reasonably incurred by Owner arising out of the failure of Manager or its employees to fully control and secure the Property as expressly required herein and as approved by Owner including but not limited to any claims, costs or expenses directly or indirectly associated with the misuse of keys accessing any portion of the Property, including, but not limited to, keys to tenant spaces. In such event, Manager shall pay over, reimburse and make good to Owner all sums of money that Owner shall pay, or cause to be paid, or become liable to pay, under or by reason of this Agreement, including any and all charges and expenses of whatsoever kind and nature in connection therewith or in connection with any litigation, investigation or other matters in connection with such payment or payments. Notwithstanding the foregoing, Owner agrees not to hold Manager liable under this Section except to the extent Owner is unable to recover any loss from:
(i) any third party insurance carriers pursuant to any insurance policies maintained by Owner or Manager or contractors or other parties on the Property (provided that Manager shall take all proper and necessary action to file the appropriate claims under such insurance policies);
(ii) any indemnities, warranties or guarantees granted to Owner or Manager by any vendors or contractors (provided that Manager shall take all proper and necessary action to enforce any such indemnities, warranties or guaranties); or
(iii) where applicable on commercial properties, any operating expense pass-through provisions contained in any le...
