Common use of By the Owner Clause in Contracts

By the Owner. The Owner, at its own expense, shall defend, indemnify and hold the Manager harmless from and against any and all claims, actions, damages, losses, liabilities, costs and expenses (including reasonable legal fees) (each, a “Claim”) incurred by or asserted against the Manager to the extent resulting or arising from the Manager’s performance of its obligations under this Agreement or from the Owner’s failure to comply with or perform its obligations under this Agreement, except for Claims which arise out of the Manager’s willful misconduct, or gross negligence, or failure to comply with or perform its obligations under this Agreement. Manager subordinates its claims under this Section 14.1 to all claims which have priority in payment pursuant to the provisions of Section 302 and Section 806 of the Indenture.

Appears in 3 contracts

Samples: Management Agreement (TAL International Group, Inc.), Management Agreement (TAL International Group, Inc.), Management Agreement (TAL International Group, Inc.)

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By the Owner. The Owner, at its own expense, shall defend, indemnify and hold the Manager harmless from and against any and all claims, actions, damages, losses, liabilities, costs and expenses (including reasonable legal fees) (each, a "Claim") incurred by or asserted against the Manager to the extent resulting or arising from the Manager’s 's performance of its obligations under this Agreement or from the Owner’s 's failure to comply with or perform its obligations under this Agreement, except for Claims which arise out of the Manager’s 's willful misconduct, or gross negligence, or failure to comply with or perform its obligations under this Agreement. Manager subordinates its claims under this Section 14.1 to all claims which have priority in payment pursuant to the provisions of Section 302 and Section 806 of the Indenture.

Appears in 2 contracts

Samples: Management Agreement (TAL International Group, Inc.), Management Agreement (TAL International Group, Inc.)

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By the Owner. The Owner, at its own expense, shall defend, indemnify and hold the Manager harmless from and against any and all claims, actions, damages, losses, liabilities, costs and expenses (including reasonable legal fees) (each, a “Claim”) incurred by or asserted against the Manager to the extent resulting or arising from the Manager’s performance of its obligations under this Agreement or from the Owner’s failure to comply with or perform its obligations under this Agreement, except for Claims which arise out of the Manager’s willful misconduct, or gross negligence, or failure to comply with or perform its obligations under this Agreement. Manager subordinates its claims under this Section 14.1 to all claims which have priority in payment pursuant to the provisions of Section 302 and Section 806 each Supplement for each Series of the IndentureNotes then Outstanding.

Appears in 1 contract

Samples: Management Agreement (TAL International Group, Inc.)

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