Management and Development Agreement Clause Samples
Management and Development Agreement. Notwithstanding the provisions of Section 5.1 to the contrary, the Seller shall indemnify, defend and hold harmless the Company and Purchaser, their employees and agents, from any costs, expense, claim, liability or damage incurred by reason of the gross negligence or willful misconduct of the Seller, as manager, and by reason of the Seller, as manager, acting outside the scope of its authority under the Management and Development Agreement, including reasonable attorneys’ fees and costs incurred by them in connection with the defense of any action based on such gross negligence, willful misconduct or actions outside the scope of the Seller’s authority as manager. Purchaser acknowledges that it is not aware of any such liability on the part of the Seller as of the Effective Date. Notwithstanding anything to the contrary, this duty of indemnification shall expire one (1) year following the Closing Date.
Management and Development Agreement. At Closing hereunder, Seller shall execute and deliver, and Seller shall cause the Company to execute and deliver, a termination agreement in the form attached hereto as Exhibit I (the “Management and Development Agreement Termination Agreement”), whereupon, (i) the Management and Development Agreement shall be deemed null and void and of no further force or effect and Seller shall be deemed to have resigned as manager, (ii) Purchaser and the Company shall be released from any and all obligations to make payments to the Seller, as a Member, manager or otherwise, including but not limited to management fees, and any all outstanding and/or future payments or fees shall be deemed paid in full and waived by Seller, and (iii) except for any obligations or liabilities set forth in this Agreement and those which, pursuant to the Management and Development Agreement Termination Agreement, expressly survive termination of the Management and Development Agreement, each party shall be released from any further obligations or liabilities thereunder. At and following Closing, in addition to the Purchase Price, the Purchaser shall reimburse to the Seller the actual costs incurred by Seller to duplicate files and records in connection with the turnover and transition of management of the Company to the Purchaser, provided however, in no event shall the aggregate amount of such reimbursement exceed Five Thousand Dollars ($5,000.00).