Common use of Manager’s Indemnification Clause in Contracts

Manager’s Indemnification. Except as otherwise set forth herein, Manager covenants and agrees that it will protect, keep and defend each Owner forever harmless and indemnified against and from any penalty or damage or charges imposed for any violation of any laws or ordinances, including, without limitation, Gaming Laws, occasioned by the gross negligence, wanton or willful misconduct or recklessness of Manager or those holding under Manager, and that Manager will at all times protect, indemnify, defend and save and keep each Owner harmless against and from any and all claims and against and from any and all loss, cost, damage or expense, including reasonable attorneys’ fees, arising out of any gross negligence, wanton or willful misconduct or recklessness of Manager in any respect to comply with and perform all the requirements and provisions hereof; except to the extent that any penalty, damage, charge, loss, cost or expense is caused by the gross negligence, wanton or willful misconduct or recklessness of any Owner or its members, managers, officers, employees, or agents. Without limiting the generality of the foregoing, and with the inclusion of the same exceptions as set forth above, Manager covenants and agrees that it will protect, keep and defend each Owner forever harmless and indemnified against any and all debt, claim, demand, suit or obligation of every kind, character and description that may be asserted, claimed, filed or brought against any Owner where such claim arises out of or is asserted in connection with any Management Services, including, without limitation, any claim by any subtenant, guest, licensee or invitee of Manager. This indemnity does not apply to loss or damage occasioned by defects in the Casino Operation. Nothing in this Section 12 shall override the right of Manager to employ counsel as an Operating Expense and assert defenses as set forth in Exhibit A. Notwithstanding the foregoing, this indemnity does not apply to any claim, loss, cost, damage, expense, penalty or obligation in the event such claim, loss, cost, damage, expense, penalty or obligation is within the scope of or is the subject of one or more policies of insurance obtained by Manager or any Owner. Under no circumstances shall the liability of Manager for indemnification hereunder exceed the amount of One Million Dollars ($1,000,000) per Casino Operation. The foregoing indemnity shall survive the termination of this Agreement.

Manager’s Indemnification. Except as otherwise set forth hereinNotwithstanding any provision of this Agreement or any obligation of the Manager hereunder, it is understood and agreed: (a) that, subject to the provisions of clause (c) below, the Issuer has assumed and will maintain its responsibility and obligation throughout the term of this Agreement for the finances and the financial stability of the Project; (b) that the Manager covenants shall have no obligation, responsibility, or liability to fund authorized project costs, expenses, debts, liabilities, or accounts other than those funds generated by the Project itself or provided to the Project or to the Manager by Issuer, if such obligations arose in connection with actions taken in good faith and within the scope of this Agreement; and (c) any obligation for the payment of money that Issuer may incur under this Agreement or in connection with the Project shall not be deemed to constitute a general obligation of the Issuer, the State, or the City of Grand Prairie, but shall be payable solely from money on deposit in the Operating and Maintenance Fund created under the Indenture to the extent there is money on deposit therein, and shall not, under any circumstances be paid from any other property of the Issuer. To the extent permitted by law, and subject to the provisions of clause (c) above, the Issuer hereby indemnifies the Manager and agrees that to hold it will protectharmless with respect to project costs, keep expenses, accounts, debts, liabilities, and defend each Owner forever obligations and any legal fees and expenses incurred without negligence or bad faith of the Manager in connection therewith during the term of this Agreement. To the extent permitted by-law, the Manager hereby indemnifies the Issuer and agrees to hold the Issuer harmless and indemnified against and from any penalty or damage or charges imposed for any violation of any laws or ordinances, including, without limitation, Gaming Laws, occasioned by the gross negligence, wanton or willful misconduct or recklessness of Manager or those holding under Manager, and that Manager will at all times protect, indemnify, defend and save and keep each Owner harmless against and from any and all claims and against and from any and all loss, costliability, damage or expense, cost (including reasonable attorneys’ fees) not covered by insurance proceeds that the Issuer may sustain, arising out incur, or assume as a result of any gross negligenceclaims that may be alleged, wanton made, instituted, or maintained against the Manager or the Issuer, jointly or severally, resulting from the negligence or willful misconduct or recklessness of Manager in any respect to comply with and perform all the requirements and provisions hereof; except to the extent that any penaltyManager, damage, charge, loss, cost or expense is caused by the gross negligence, wanton or willful misconduct or recklessness of any Owner or its members, managers, officers, agents or employees, or agents. Without limiting the generality of the foregoing, and with the inclusion of the same exceptions as set forth above, Manager covenants and agrees that it will protect, keep and defend each Owner forever harmless and indemnified against any and all debt, claim, demand, suit or obligation of every kind, character and description that may be asserted, claimed, filed or brought against any Owner where such claim arises out of or is asserted in connection with any Management Services, including, without limitation, any claim by any subtenant, guest, licensee or invitee the performance of the Manager. This indemnity does not apply to loss or damage occasioned by defects in the Casino Operation. Nothing in this Section 12 shall override the right of Manager to employ counsel as an Operating Expense and assert defenses as set forth in Exhibit A. Notwithstanding the foregoing, this indemnity does not apply to any claim, loss, cost, damage, expense, penalty or obligation in the event such claim, loss, cost, damage, expense, penalty or obligation is within the scope of or is the subject of one or more policies of insurance obtained by Manager or any Owner. Under no circumstances shall the liability of Manager for indemnification hereunder exceed the amount of One Million Dollars ($1,000,000) per Casino Operation. The foregoing indemnity shall survive the termination of ’s duties under this Agreement.

Manager’s Indemnification. Except ‘as otherwise set forth herein, Manager covenants and agrees that it will protect, keep and defend each Owner Operator forever harmless and indemnified against and from any penalty or damage or charges imposed for any violation of any laws or ordinances, including, without limitation, Gaming Laws, occasioned by the gross negligence, wanton or willful misconduct or recklessness negligence of Manager or those holding under Manager, Manager and that Manager will at all times protect, indemnify, defend and save and keep each Owner Operator harmless against and from any and all claims and against and from any and all loss, cost, damage or expense, including reasonable attorneys’ , fees, arising out of any gross negligence, wanton or willful misconduct or recklessness negligence of Manager in any respect to comply with and perform all the requirements and provisions hereof; hereof except to the extent that any penalty, damage, charge, loss, cost or expense is caused by the gross negligence, negligent or wanton or willful misconduct or recklessness acts of any Owner Operator or its members, managers, officers, employees, or agents. Without limiting the generality of the foregoing, and with with, the inclusion of the same exceptions as set forth above, Manager covenants and agrees that it will protect, keep and defend each Owner Operator forever harmless and indemnified against any and all debt, claim, demand, suit or obligation of every kind, character and description that may be asserted, claimed, filed or brought against any Owner Operator where such claim arises out of or is asserted in connection with any Management Services, including, without limitation, any claim by any subtenant, guest, licensee or invitee of Manager. This indemnity does not apply to loss or damage occasioned by defects in the Casino OperationCasino. Nothing in this Section 12 Paragraph 15 shall override the right of Manager to employ counsel as an Operating Expense and assert defenses as set forth in Exhibit A. Paragraph 3.3 above. Notwithstanding the foregoing, this indemnity does not apply to any claim, loss, cost, damage, expense, ; penalty or obligation in the event such claim, loss, cost, damage, expense, penalty or obligation is within the scope of or is the subject of one or more policies of insurance obtained by Manager or any OwnerOperator. Under no circumstances shall the liability of Manager for indemnification hereunder exceed the amount of One Million Dollars ($1,000,000) per Casino Operation). The foregoing indemnity shall survive the expiration or early termination of this Agreement.

Manager’s Indemnification. Except as otherwise set forth herein, Manager covenants and agrees that it will protect, keep and defend each Owner forever harmless and indemnified against and from any penalty or damage or charges imposed for any violation of any laws or ordinances, including, without limitation, Gaming Laws, occasioned by the gross negligence, wanton or willful misconduct or recklessness negligence of Manager or those holding under Manager, Manager and that Manager will at all times protect, indemnify, defend and save and keep each Owner harmless against and from any and all claims and against and from any and all loss, cost, damage or expense, including reasonable attorneys’ fees, arising out of any gross negligence, wanton or willful misconduct or recklessness negligence of Manager in any respect to comply with and perform all the requirements and provisions hereof; except to the extent that any penalty, damage, charge, loss, cost or expense is caused by the gross negligence, negligent or wanton or willful misconduct or recklessness acts of any Owner or its members, managers, officers, employees, or agents. Without limiting the generality of the foregoing, and with the inclusion of the same exceptions as set forth above, Manager covenants and agrees that it will protect, keep and defend each Owner forever harmless and indemnified against any and all debt, claim, demand, suit or obligation of every kind, character and description that may be asserted, claimed, filed or brought against any Owner where such claim arises out of or is asserted in connection with any Management Services, including, without limitation, any claim by any subtenant, guest, licensee or invitee of Manager. This indemnity does not apply to loss or damage occasioned by defects in the Casino OperationThe Cannery. Nothing in this Section 12 Paragraph 15 shall override the right of Manager to employ counsel as an Operating Expense and assert defenses as set forth in Exhibit A. Paragraph 5.3 above. Notwithstanding the foregoing, this indemnity does not apply to any claim, loss, cost, damage, expense, penalty or obligation in the event such claim, loss, cost, damage, expense, penalty or obligation is within the scope of or is the subject of one or more policies of insurance obtained by Manager or any Owner. Under no circumstances shall the liability of Manager for indemnification hereunder exceed the amount of One Million Dollars ($1,000,000) per Casino Operation. The foregoing indemnity shall survive the termination of this Agreement.or