Indemnity of Manager Clause Samples

Indemnity of Manager. The Manager shall be indemnified by the Company under the following circumstances and in the manner and to the extent indicated: (a) Every Person, and his heirs, executors and administrators, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding of any kind, whether civil, criminal, administrative, arbitrative or investigative, or was or is the subject of any claim, and whether or not by or in the right of the Company, by reason of his being or having been a Manager, or by reason of his serving or having served at the request of the Company as a director, officer, manager, employee or agent of another Entity, or at the request of the Company in any capacity that under Federal law regulating employee benefit plans would or might constitute him a fiduciary with respect to any such plan, whether or not such plan is or was for employees of the Company, shall be indemnified by the Company against expenses (including attorneys’ fees), judgments, fines, penalties, awards, costs, amounts paid in settlement and liabilities of all kinds, actually and reasonably incurred by him in connection with, or resulting from, such action, suit, proceeding or claim, if he acted in good faith and in the manner he reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, provided that no indemnification shall be made in respect of any claim, issue or matter as to which he shall have been adjudicated to be liable to the Company for willful misconduct or a knowing violation of the criminal law in the performance of his duty to the Company unless, and only to the extent, that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, he is fairly and reasonably entitled to indemnity. The termination of any such action, suit or proceeding by judgment, order or conviction, or upon a plea of nolo contendere or its equivalent, or by settlement, shall not of itself create a presumption that any such Person did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Company. (b) Any indemnification under Section 4.02(a) (unless ordered by a court) shall be made by the Company only as authorized i...

Indemnity of Manager. The Owner hereby agrees to indemnify, defend -------------------- and hold harmless the Manager, its officers, directors and employees, from and against any and all claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including without limitation reasonable attorney's fees and court costs incurred in connection with the enforcement of this indemnity or otherwise), arising out of (i) any action taken by the Manager within the scope of its duties or authority hereunder, excluding only such of the foregoing as result from the negligence, fraud or willful act of the Manager, its officers, directors, agents and employees, and (ii) the negligence, fraud or any willful act or omission of the Owner and its partners and their respective officers, directors and employees.

Indemnity of Manager. The Manager shall be entitled to indemnity from the Company for any liability arising out of any act performed by it within the scope conferred upon it by this Agreement, provided that the Manager acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its Members. Any indemnity under this Section 8.5 shall be provided out of and to the extent of Company assets only, and no Member shall have any personal liability on account thereof.

Indemnity of Manager. Owner shall, and Owner does hereby agree to, indemnify, defend, and hold harmless Manager and its Affiliates, and the Manager’s Affiliates’ respective members, managers, directors, officers, and employees (collectively, the “Manager Indemnified Parties”) from and against any Loss (except to the extent covered by insurance carried by Manager or Owner or required to be carried by Manager hereunder) which the Manager Indemnified Parties may suffer or incur, or which may be asserted against the Manager Indemnified Parties, whether meritorious or not, and which arises in connection with the performance of Manager’s duties and obligations under the terms of this Agreement resulting from Owner’s gross negligence, fraud, or willful misconduct, which indemnity shall continue notwithstanding the expiration or earlier termination of this Agreement regarding any occurrence preceding such expiration or termination.

Indemnity of Manager. Except for Wrongful Conduct (as defined below) by Manager, Owner will indemnify, defend and hold Manager harmless from and against any and all costs, liabilities, losses, and expenses (and reasonable attorney's fees and other legal costs) resulting from any claim, suit, action, or proceeding brought by any third party against Manager arising out of or related to this Agreement. Further, except for Wrongful Conduct, Owner shall have no cause of action against Manager for Manager's actions and conduct under the terms of the Agreement. The term "Wrongful Conduct" used herein shall be defined as any and all acts or conduct by Manager which: (1) is willful, wanton, intentional, knowing, reckless, or grossly negligent misconduct; (2) constitutes self dealing and/or gives rise to improper profit on the part of Manager in breach of fiduciary duty or duty of loyalty that Manager owes to Owner hereunder; or (3) in nature, violates any state or federal criminal law unless Manager reasonably believes, at the time of such act or conduct, that such act or conduct will not violate the same, or has no reasonable cause to believe the conduct unlawful. In the event of any third party claim against Manager, Manager shall give Owner notice of any third party claims against Manager and Owner may, at its option, take over the defense of such claim at its own expense.

Indemnity of Manager. The Company shall indemnify, reimburse, defend and hold harmless the Manager and its successors and permitted assigns, together with their respective employees, officers, members, managers, directors, agents and representatives (collectively the “Indemnified Manager Parties”), from and against all losses (including lost profits), costs, damages, injuries, taxes, penalties, interests, expenses, obligations, claims and liabilities (joint or severable) of any kind or nature whatsoever (collectively “Manager Losses”) that are incurred by such Indemnified Manager Parties in connection with, relating to or arising out of (i) a breach by the Company of any term or condition of this Agreement, or (ii) the Manager’s performance of any Services hereunder; provided, however, that the Company shall not be obligated to indemnify, reimburse, defend or hold harmless any Indemnified Manager Party for any Manager Losses incurred by such Indemnified Manager Party to the extent such Manager Losses relate to or arise out of: (a) a breach by an Indemnified Manager Party of this Agreement; (b) the gross negligence, willful misconduct, bad faith or reckless disregard of an Indemnified Manager Party in the performance of its duties and obligations under this Agreement; (c) fraudulent or dishonest acts of an Indemnified Manager Party with respect to the Company or any of its Subsidiaries; or (d) a violation of applicable law by an Indemnified Manager Party. The rights of any Indemnified Manager Party referred to above shall be in addition to any rights that such Indemnified Manager Party shall otherwise have at law or in equity. Without the prior written consent of the Company, no Indemnified Manager Party shall settle, compromise or consent to the entry of any judgment in, or otherwise seek to terminate any, claim, action, proceeding or investigation in respect of which indemnification could be sought hereunder unless (a) such Indemnified Manager Party indemnifies the Company from any liabilities arising out of such claim, action, proceeding or investigation, (b) such settlement, compromise or consent includes an unconditional release of the Company and Indemnified Manager Party from all liability arising out of such claim, action, proceeding or investigation and (c) the parties involved agree that the terms of such settlement, compromise or consent shall remain confidential (subject to reasonable carveouts for disclosure required by governmental order, applicable law, regulation...

Indemnity of Manager. Notwithstanding any provision of this Agreement to the contrary, Wyndham, Owners and their Affiliates shall not be obligated to indemnify, defend or hold harmless any Third Party Manager (or any Affiliate thereof) or pay attorneys’ fees or other costs or sums to any Third Party Manager (or any Affiliate thereof) which acts as the manager under a New Third Party Management Agreement for claims arising on or prior to the Closing Date, if such indemnification, defense, etc. would not be required pursuant to such Third Party Management Agreement, as applicable, for the Hotel to which the claim giving rise to such indemnification, defense, etc. relates.

Indemnity of Manager. 2600 SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS MANAGER AND ITS AFFILIATES, PARTNERS, MANAGERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND AGENTS AND PARTNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AND AGENTS OF SUCH AFFILIATES (INDIVIDUALLY AND COLLECTIVELY THE "MANAGER INDEMNITEES") FROM AND AGAINST ALL CLAIMS, INCLUDING REASONABLE ATTORNEYS' FEES AND OTHER DEFENSE COSTS, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, THE ENTERPRISE OR MANAGER'S PROVISION OF SERVICES HEREUNDER, EXCEPT TO THE EXTENT THAT ANY SUCH CLAIM ARISES OUT OF THE GROSS NEGLIGENCE, MATERIAL WILLFUL MISCONDUCT OR FRAUD OF MANAGER. IT IS THE EXPRESS INTENT OF THE PARTIES THAT THE MANAGER INDEMNITEES BE INDEMNIFIED AGAINST THEIR OWN NEGLIGENCE (BUT NOT FOR THEIR GROSS NEGLIGENCE, MATERIAL WILLFUL MISCONDUCT OR FRAUD). SUCH INDEMNITY FOR MANAGER INDEMNITEES' NEGLIGENCE SHALL BE LIMITED TO THE PROCEEDS OF THE INSURANCE 2600 AND THE APPLICABLE SUBSIDIARY OR AFFILIATE MAINTAIN PURSUANT TO SECTION 5.1 (OR WHICH 2600 AND THE APPLICABLE OR AFFILIATE SUBSIDIARY OR AFFILIATE SHOULD HAVE MAINTAINED PURSUANT TO SECTION 5.1 IF 2600 AND THE APPLICABLE SUBSIDIARY OR AFFILIATE COMPLIED WITH SECTION 5.1). TO THE EXTENT 2600 AND/OR A SUBSIDIARY OR AFFILIATE USES ANY DEDUCTIBLES TO REDUCE OR MITIGATE PREMIUM OR RISK COST, SUCH DEDUCTIBLES WILL BE WHOLLY FOR THE ACCOUNT OF 2600 OR SUCH SUBSIDIARY OR AFFILIATE (i.e., ANY DEDUCTIBLES PAID BY 2600 AND THE APPLICABLE SUBSIDIARY OR AFFILIATE SHALL BE TREATED AS THOUGH IT WERE FIRST DOLLAR INSURANCE (i.e., ANY AMOUNTS PAID BY 2600 AND/OR A SUBSIDIARY OR AFFILIATE AS A DEDUCTIBLE IN CONNECTION WITH A CLAIM RESULTING FROM THE NEGLIGENCE OF MANAGER INDEMNITEE SHALL BE PAYABLE TO THE APPLICABLE MANAGER INDEMNITEE). 2600 SHALL ASSUME ON BEHALF OF THE MANAGER INDEMNITEES THE DEFENSE OF ANY ACTION AT LAW OR IN EQUITY WHICH MAY BE BROUGHT AGAINST THE MANAGER INDEMNITEES BASED ON A CLAIM FOR WHICH INDEMNIFICATION IS PERMITTED HEREUNDER. NOTWITHSTANDING THE FOREGOING, 2600 SHALL NOT BE LIABLE UNDER THIS SECTION 10.2 IN RESPECT OF ANY AMOUNTS PAID TO THIRD PARTIES BY ANY MANAGER INDEMNITEES PURSUANT TO ANY SETTLEMENT OR COMPROMISE MADE OR PAID BY ANY MANAGER INDEMNITEES WITHOUT THE PRIOR WRITTEN CONSENT OF 2600 UNLESS SUCH CONSENT HAS BEEN UNREASONABLY WITHHELD, CONDITIONED OR DELAYED. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT WITH RESPECT TO ANY MATTERS OCCURRING...

Indemnity of Manager. Owner hereby agrees to indemnify, defend and hold harmless Manager and its shareholders, directors, officers and employees, from and against any and all claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs), incurred by Manager or its shareholders, directors, officers and/or employees, and arising out of or related to, directly or indirectly, in whole or in part, (a) the gross negligence or willful misconduct of Owner or any of its members, agents or Affiliates in connection with Owner’s performance of its duties and obligations under this Agreement, or (b) Owner’s breach of any of its representations, warranties or covenants hereunder in any material respect, or (c) events in connection with the Hotel that predate this Agreement. Theft or damage of property by an associate will be handled by local jurisdiction. In no instance shall it become the responsibility of the management company. ​ ​