Common use of Manager Obligations Clause in Contracts

Manager Obligations. Subject to Clause 8.2 hereof, Manager agrees to, and hereby does, indemnify and hold harmless the Owner or the relevant Capital Companies, its permitted assignees and their respective officers, directors, employees and agents (each of the foregoing, an “Owner Indemnified Party”) against any and all liabilities, losses, damages, penalties, costs and expenses (including reasonable costs of defense and reasonable legal fees and expenses) which may be incurred or suffered by any Owner Indemnified Party as a result of Claims or Losses to the extent caused by, or arising from, the gross negligence or the willful misconduct of Manager or a breach by Manager of its contractual obligations hereunder or any material misrepresentation made by Manager herein. Each of the Owner and the Manager hereby agree that (i) nothing contained in this Agreement (including but not limited to this Clause 18.2) shall be interpreted as an explicit or implied guarantee by the Manager of the obligations due under the Container Debt or of the performance of the Owner Containers, and any and all such guarantees are expressly disclaimed in all respects, and (ii) losses may occur for various reasons including, but not limited to, the financial inability or refusal of the Lessees to make rental payments under the Leases, and the inability of the Manager to re-lease the Owner Containers in sufficient amounts or at sufficient rates to pay obligations under the Container Debt and that Manager shall have no liability to Owner for such losses.

Manager Obligations. Subject The Manager, agrees to Clause 8.2 hereof, Manager agrees to, and does hereby does, fully indemnify and hold harmless each and all of the Owner or the relevant Capital Companiesand its Affiliates, its permitted assignees and their respective shareholders, owners, officers, directors, employees employees, agents, representatives, successors and agents permitted assignees (each of the foregoing, an collectively “Owner Indemnified PartyParties”) against any and all liabilities, losses, damages, penalties, costs Claims and expenses (including reasonable costs of defense and reasonable legal fees and expenses) Losses which may be incurred or suffered by or asserted against any Owner Indemnified Party as arising out of or related to (i) a result material breach by the Manager of its covenants and obligations hereunder or (ii) a material breach by the Manager of its representations and warranties set forth in this Agreement; however that the foregoing indemnity shall not apply to any Claims or Losses to the extent caused by, or arising from, (i) the gross negligence or the willful misconduct of Manager any Owner Indemnified Party, or (ii) a breach by Manager any Owner Indemnified Party of its contractual obligations hereunder hereunder, or (iii) any material misrepresentation made by Manager any Owner Indemnified Party herein; or to any Consequential Damages incurred by any Owner Indemnified Party. Each of the Owner and the Manager hereby agree that (i) nothing contained in this Agreement (including but not limited to this Clause 18.2Section 20.2) shall be interpreted as an explicit or implied guarantee by the Manager of the obligations due under any financing related to the Container Debt Owner Containers or of the performance of the Owner Containers, and any and all such guarantees are expressly disclaimed in all respects, and (ii) losses may occur for various reasons including, but not limited to, the financial inability or refusal of the Lessees to make rental payments under the Leases, and the inability of the Manager to re-lease the Owner Containers in sufficient amounts or at sufficient rates to pay obligations under the Container Debt and that Manager shall have no liability to Owner for such losses.