Manager Indemnified Parties definition

Manager Indemnified Parties shall have the meaning set forth in Section 12.3.1.

Manager Indemnified Parties has the meaning assigned thereto in Section 9.1.1 hereof.

Manager Indemnified Parties shall have the meaning ascribed to it in Section 2.E.4 herein.

Examples of Manager Indemnified Parties in a sentence

• Subject to Sections 9.1.3 and 9.2.3, Owner shall defend, indemnify, and hold harmless Manager and its Affiliates, and their respective shareholders, trustees, beneficiaries, directors, officers, employees and agents, and the successors and assigns of each of the foregoing (collectively, the “Manager Indemnified Parties”) for, from and against any and all Claims that any Manager Indemnified Parties incur to the extent caused by Owner’s Gross Negligence or Willful Misconduct.

• The Issuer acknowledges and agrees that the Issuer’s obligations to the Assignor (and to each of its associated Collateral Manager Indemnified Parties) under Section 6 of the Amended and Restated CMA shall continue in effect following the Assignment Effective Date to the extent that the claim, damage, cost, liability, expense or loss in respect of which indemnity is sought arises from an act or omission that occurred prior to the Assignment Effective Date.

• Except the Manager Indemnified Parties and the Company Indemnified Parties (which are third−party beneficiaries of this Agreement with respect to the indemnification provisions of this Agreement), the terms and provisions of this Agreement are intended solely for the benefit of the parties hereto and their respective permitted successors 4816−4720−7856or assigns, and it is not the intention of the parties to confer third−party beneficiary rights upon any other person or entity.

• Furthermore, Owner shall indemnify, protect, defend, save and hold harmless Manager and all of the other Manager Indemnified Parties from any and all Losses involving, concerning or in any way related to any past, current or future claims regarding the treatment, deposit, storage, disposal or placement by any party other than Manager of hazardous substances on or about the Properties.

• In addition, the Manager Indemnified Parties will not be liable for trade errors that may result from ordinary negligence, including, without limitation, errors in the investment decision making process or in the trade process.

More Definitions of Manager Indemnified Parties

Manager Indemnified Parties has the meaning set forth in Section 2.6(a) hereof.

Manager Indemnified Parties has the meaning specified in Section 11.1(a).

Manager Indemnified Parties as defined in Section 9.2.1.

Manager Indemnified Parties has the meaning set forth in Section 4.02(a) to this Agreement.

Manager Indemnified Parties has the meaning assigned thereto in Section 9.1.1. “Manager” has the meaning assigned thereto in the preamble. “Operating and Administrative Agreements” means the operating and administrative agreements in effect as of the Effective Date between certain members of the CEG Group and Affiliates of the Manager for such CEG Group members’ operating and administrative needs and, with respect to any Acquired Assets any operating and administrative agreements between any of the Acquired Assets and Affiliates of the Manager for such asset’s operating and administrative needs in effect as of the date of acquisition of the Acquired Asset by a member of the CEG Group. “Operational and Other Services” means any services provided by any member of the Manager Group to any member of the CEG Group, including financial advisory, operations and maintenance, marketing, agency, development, operating management and other services, including services provided under any Operating and Administrative Agreement. “Party” has the meaning assigned thereto in the preamble. “Permit” means any consent, license, approval, registration, permit or other authorization granted by any Governmental Authority. “Person” means any natural person, partnership, limited partnership, limited liability partnership, joint venture, syndicate, sole proprietorship, company or corporation (with or without share capital), limited liability corporation, unlimited liability company, joint stock company, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or Governmental Authority, authority or entity however designated or constituted and pronouns have a similarly extended meaning. “Quarter” means a calendar quarter ending on the last day of March, June, September or December. “Rules” has the meaning assigned thereto in Section 11.2.1. “Service Providers” means the Manager, any member of the Manager Group and any other entity or individual that the Manager has arranged to provide the Services to any Service Recipient. “Service Recipient” means CEG and its Subsidiaries as of the Effective Date, as well as

Manager Indemnified Parties as defined in Section 9.2.1. Manager Review Period – as defined in Section 13.14.3. Manager’s Negligence or Willful Misconduct – any negligence, willful misconduct, or fraud committed by Manager or its Affiliates, or any Corporate Personnel, in the performance of Manager’s duties under this Agreement; provided, however, that no settlement by either Party in good faith of any Claims (including Claims by Corporate Personnel) shall be deemed to create any presumption that the acts or omissions giving rise to such Claims constitute Manager’s Negligence or Willful Misconduct. MBE/WBE Program – as defined in Section 6.1.8. Monthly Statements – as defined in Section 3.4.1. New Hotel – as defined in Recital A. [New Hotel Technical Services Agreement – the Technical Services Agreement for the New Hotel, entered into between Owner and [Manager], and dated of even date herewith.] Non-Defaulting Party – as defined in Section 10.1(a). Opening Date –with respect to each Hotel, the date as of which: (i) a certificate of completion has been issued for the Hotel and there has been a final inspection of the Hotel (as provided for in Section 2.4); (ii) a certificate of occupancy has been issued for the Hotel by the appropriate Governmental Authority; (iii) the Hotel is fully furnished in accordance with this Agreement; (iv) the Hotel is fully licensed; and (v) Owner and Manager determine that the Hotel is ready to be open for business to the public. ORD – Chicago X’Xxxx International Airport. ORD Persons – as defined in Section 13.14.2. OSHA – as defined in Section 6.1.2(j). Out-of-Pocket Expenses – the out-of-pocket costs (with no xxxx up or profit to Manager) incurred by Manager or its Affiliates in performing its services under this Agreement, including air and ground transportation, meals, lodging, taxis, gratuities, document reproduction, printing, promotional materials, stationery, postage, long-distance telephone calls and facsimiles. Owner – as defined in the introductory paragraph. Owner’s Gross Negligence or Willful Misconduct – any gross negligence, willful misconduct, or fraud committed by Owner in the performance of Owner’s duties under this Agreement; provided, however, that no settlement by either Party in good faith of any Claims (including Claims by Corporate Personnel) shall be deemed to create any presumption that the acts or omissions giving rise to such Claims constitute Owner’s Gross Negligence or Willful Misconduct. Owner Indemnified Parties – as defin...

Manager Indemnified Parties as defined in Section 9.2.1. Manager Review Period – as defined in Section 13.14.3. Manager’s Negligence or Willful Misconduct – any negligence, willful misconduct, or fraud committed by Manager or its Affiliates, or any Corporate Personnel, in the performance of Manager’s duties under this Agreement; provided, however, that no settlement by either Party in good faith of any Claims (including Claims by Corporate Personnel) shall be deemed to create any presumption that the acts or omissions giving rise to such Claims constitute Manager’s Negligence or Willful Misconduct. MBE/WBE Program – as defined in Section 6.1.8. Monthly Statements – as defined in Section 3.4.1. New Hotel – as defined in Recital A. [New Hotel Technical Services Agreement – the Technical Services Agreement for the New Hotel, entered into between Owner and [Manager], and dated of even date herewith.] Non-Defaulting Party – as defined in Section 10.1(a).