Indemnity of Manager. OWNER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS MANAGER AND ITS OFFICERS, AGENTS AND EMPLOYEES (INDIVIDUALLY AND COLLECTIVELY, THE "MANAGER INDEMNITEES") FROM AND AGAINST ANY AND ALL CAUSES OF ACTION, CLAIMS, LOSSES, COSTS, EXPENSES, LIABILITIES, DAMAGES OR INJURIES (INCLUDING LEGAL FEES AND DISBURSEMENTS) THAT MANAGER INDEMNITEES MAY DIRECTLY OR INDIRECTLY SUSTAIN, SUFFER OR INCUR ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE PREMISES, UNLESS THE SAME RESULTS FROM (A) NEGLIGENCE OR MISCONDUCT OF THE MANAGER INDEMNITEES ACTING WITHIN THE SCOPE OF THEIR OFFICE, EMPLOYMENT OR AGENCY, OR (B) THE BREACH OF THIS AGREEMENT BY MANAGER. OWNER 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 UPON A CLAIM FOR WHICH INDEMNIFICATION IS APPLICABLE HEREUNDER.
Indemnity of Manager. The Manager shall be indemnified by the Company under the following circumstances and in the manner and to the extent indicated:
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. 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. TBDSHALL 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 TBDAND THE APPLICABLE SUBSIDIARY OR AFFILIATE MAINTAIN PURSUANT TO SECTION 5.1 (OR WHICH TBDAND THE APPLICABLE OR AFFILIATE SUBSIDIARY OR AFFILIATE SHOULD HAVE MAINTAINED PURSUANT TO SECTION 5.1 IF TBDAND THE APPLICABLE SUBSIDIARY OR AFFILIATE COMPLIED WITH SECTION 5.1). TO THE EXTENT TBDAND/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 TBDOR SUCH SUBSIDIARY OR AFFILIATE (i.e., ANY DEDUCTIBLES PAID BY TBDAND THE APPLICABLE SUBSIDIARY OR AFFILIATE SHALL BE TREATED AS THOUGH IT WERE FIRST DOLLAR INSURANCE (i.e., ANY AMOUNTS PAID BY TBDAND/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). TBDSHALL 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, TBDSHALL 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 TBDUNLESS 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 BEFORE SUCH EXPIRATIO...
Indemnity of Manager. The Manager shall indemnify and save harmless the Company against all costs, loss, expense or liability sustained or incurred in respect of the provision of the Consulting Services, including, without limitation, arising from:
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. 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 Maine Residential Nominee Services, LLC Amended & Restated Operating Agreement February 15, 2007 the extent of Company assets only, and no Member shall have any personal liability on account thereof.
Indemnity of Manager. The Company shall indemnify the Manager, including its owners and officers, and each officer and employee of the Company (each an “Indemnified Party” and collectively the “Indemnified Parties”) from and against any claims and demands arising from any acts or omissions or alleged acts or omissions in connection with the business and affairs of the Company, including costs and attorneys fees, to the maximum extent permitted by applicable law. In no event shall an Indemnified Party be entitled to indemnity if a court definitively determines that such Indemnified Party is guilty of malfeasance, defalcation, fraud, or other willful or wanton conduct injurious to the Company. The Indemnified Parties shall be entitled to receive from the Company advance payment of such person’s liability, including costs and attorney’s fees, to the full extent provided under applicable law.
