Common use of Advisory Responsibility Clause in Contracts

Advisory Responsibility. The Advisor assumes no responsibility under this Agreement other than to use its best efforts to render the services called for hereunder in good faith. The Advisor shall not be responsible for any action of the Board in following or declining to follow any advice or recommendations of the Advisor. The Advisor, its officers, directors and employees, shall not be liable to the Company, the Company's Shareholders, or others, except by reason of acts constituting bad faith, misconduct, illegality, gross negligence or reckless disregard of duty. The Advisor shall reimburse, indemnify and hold harmless the Company, its officers, directors and employees for and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature (including reasonable attorneys' fees) (collectively, "Losses"), and respect of or arising from any acts or omissions of the Advisor or any of its Affiliates constituting bad faith, misconduct, illegality, gross negligence or reckless disregard of duty. The Company shall reimburse, indemnify and hold harmless the Advisor, its officers, directors and employees, for and from any and all Losses in respect of or arising from any acts or omissions of the Advisor, its officers, directors and employees, made in good faith in the performance of the Advisor's duties under this Agreement and not constituting bad faith, misconduct, illegality, gross negligence or reckless disregard of its duties.