INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 50 contracts
Samples: Advisory Agreement (NorthStar Senior Care Trust, Inc.), Form of Advisory Agreement (MVP REIT II, Inc.), Advisory Agreement (TNP Strategic Retail Trust, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the . The Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 37 contracts
Samples: Advisory Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Advisory Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Advisory Agreement (Cole Office & Industrial REIT (CCIT III), Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses expenses, including reasonable attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 32 contracts
Samples: Advisory Agreement (American Realty Capital Trust III, Inc.), Advisory Agreement (American Realty Capital Trust III, Inc.), Advisory Agreement (American Realty Capital New York Recovery Reit Inc)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s gross negligence, bad faith, fraud, willful misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the but Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 20 contracts
Samples: Advisory Agreement (Strategic Storage Trust IV, Inc.), Advisory Agreement (Strategic Storage Trust II, Inc.), Advisory Agreement (Griffin Capital Essential Asset REIT II, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 19 contracts
Samples: Advisory Agreement (Steadfast Apartment REIT, Inc.), Advisory Agreement (Bluerock Enhanced Multifamily REIT, Inc.), Advisory Agreement (Steadfast Apartment REIT III, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses expenses, including reasonable hourly attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining for which the Board declined to follow any advice or recommendation given by the AdvisorAdvisor to the Board prior to taking such action.
Appears in 14 contracts
Samples: Advisory Agreement (Sterling Real Estate Trust), Advisory Agreement (Sterling Real Estate Trust), Advisory Agreement (Sterling Real Estate Trust)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional willful misconduct, gross negligence or reckless disregard of its dutiesduties under this Agreement; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 10 contracts
Samples: Advisory Agreement (Cohen & Steers Income Opportunities REIT, Inc.), Advisory Agreement (IPC Alternative Real Estate Income Trust, Inc.), Advisory Agreement (Cohen & Steers Income Opportunities REIT, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional willful misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 10 contracts
Samples: Advisory Agreement (RREEF Property Trust, Inc.), Advisory Agreement (RREEF Property Trust, Inc.), Advisory Agreement (RREEF Property Trust, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that but the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 8 contracts
Samples: Advisory Agreement (Paladin Realty Income Properties Inc), Advisory Agreement (Paladin Realty Income Properties Inc), Advisory Agreement (Paladin Realty Income Properties Inc)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 8 contracts
Samples: Form of Advisory Agreement (Clarion Property Trust Inc.), Advisory Agreement (Clarion Property Trust Inc.), Form of Advisory Agreement (NorthEnd Income Property Trust Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 5 contracts
Samples: Advisory Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Advisory Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Advisory Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the . The Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 5 contracts
Samples: Second Amended And (Cole Real Estate Income Strategy (Daily Nav), Inc.), Advisory Agreement (Cole Real Estate Income Strategy (Daily Nav), Inc.), Advisory Agreement (Cole Real Estate Income Strategy (Daily Nav), Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership Trust from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the . The Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 5 contracts
Samples: Advisory Agreement (United Development Funding IV), Advisory Agreement (United Development Funding IV), Advisory Agreement (United Development Funding IV)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including reasonable attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 5 contracts
Samples: Advisory Agreement (Empire American Realty Trust Inc), Advisory Agreement (Empire American Realty Trust Inc), Advisory Agreement (Independence Realty Trust, Inc)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 5 contracts
Samples: Advisory Agreement (Shearson American REIT, Inc.), Advisory Agreement (Terra Secured Income Trust, Inc.), Advisory Agreement (Terra Fixed Income Trust, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such the liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional willful misconduct, gross negligence or reckless disregard of its duties; providedduties under this Agreement, however, that but the Advisor shall not be held responsible for any action or inaction of the Board of the Company in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 4 contracts
Samples: Advisory Agreement (Lightstone Value Plus REIT V, Inc.), Advisory Agreement (Behringer Harvard Opportunity REIT II, Inc.), Advisory Agreement (Lightstone Value Plus REIT V, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ ' fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s 's bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (MVP REIT, Inc.), Advisory Agreement (MVP REIT II, Inc.), Advisory Agreement (Parking REIT, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional willful misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 3 contracts
Samples: Advisory Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Advisory Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Advisory Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership Trust from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional willful misconduct, gross negligence or reckless disregard of its dutiesduties under this Agreement; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 3 contracts
Samples: Advisory Agreement (Starwood Credit Real Estate Income Trust), Advisory Agreement (Starwood Credit Real Estate Income Trust), Advisory Agreement (Starwood Credit Real Estate Income Trust)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses expenses, including reasonable attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, howeverhowever , that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 3 contracts
Samples: Advisory Agreement (American Realty Capital Daily Net Asset Value Trust, Inc.), Advisory Agreement (American Realty Capital Global Daily Net Asset Value Trust, Inc.), Advisory Agreement (American Realty Capital Trust IV, Inc.)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold -------------------------- harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ ' fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s 's bad faith, fraud, willful misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that but the Advisor shall not be held responsible for any action of the Board of Directors in following or declining to follow any advice or recommendation given by the Advisor.
Appears in 3 contracts
Samples: Advisory Agreement (Wells Real Estate Investment Trust Inc), Advisory Agreement (Wells Real Estate Investment Trust Inc), Advisory Agreement (Wells Real Estate Investment Trust Inc)
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and Company, the Operating Partnership and the TRS from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor. ARTICLE XV MISCELLANEOUS 15.
Appears in 1 contract
Samples: Advisory Agreement (CaliberCos Inc.)
