Manager’s Indemnification. Manager shall indemnify, defend and hold harmless Owner and its Affiliates and its and their respective officers, directors and employees (each, an “Owner Indemnified Party” and, collectively, the “Owner Indemnified Parties”) from and against any and all actual losses, damages, liabilities and expenses, including fees and disbursements of counsel (collectively, “Damages”) incurred by any Owner Indemnified Party (including relating to any claims, actions, suits, proceedings, demands, and/or complaints (including any claim or other such matter by a third party)) (collectively, “Proceedings”) in connection with or otherwise caused by or arising out of or attributable to (i) any default by Manager with respect to any of the terms, covenants or conditions of this Agreement (including, without limitation, any breach of the Standards of Conduct or any failure to obtain any consent or approval required pursuant to the terms of this Agreement), (ii) any action by any Manager Indemnified Party (as hereinafter defined) that is beyond the scope of authority conferred upon Manager pursuant to the terms of this Agreement (including, without limitation, fraud, willful misconduct, commission of a criminal act, gross negligence, or acting without authorization hereunder), or (iii) any Bankruptcy Action occurring with respect to Manager.
Manager’s Indemnification. Manager shall hold harmless, indemnify and defend Lessee and its Affiliates, and their respective agents, employees, officers, directors and shareholders, from and against all claims (administrative or judicial), damages, losses and expenses (including, but not limited to, attorneys’ fees for pre-trial, trial and appellate proceedings accounting fees, appraisal fees and consulting and expert witness fees) arising out of or resulting from Manager’s gross negligence, willful misconduct or fraud or from Manager’s breach of its obligations under this Agreement. Manager’s foregoing indemnification obligation to indemnify Lessee and its Affiliates shall extend to any claims between Manager and Lessee or its Affiliates arising out of this Agreement or otherwise. Any indemnification shall apply regardless of whether or not said claim, damage, loss or expense is covered by insurance as herein provided.
Manager’s Indemnification. (a) Except as and to the extent relating to Owner’s or any of its affiliates’ gross negligence or willful misconduct, bad faith or fraud, including the gross negligence, willful misconduct, bad faith or fraud of Owner’s employees or contractors, Manager shall indemnify and hold harmless Owner, its affiliates, and its and their respective officers, directors, partners, managers, shareholders, members, principals, attorneys, agents, employees and other representatives (collectively, the “Owner Indemnified Parties”) from and against any and all Losses that any such Owner Indemnified Party incurs as a result of, or arising from: (i) any breach or non-fulfillment of any of the covenants or other agreements made by Manager in this Agreement; and (ii) any gross negligence, fraud, willful misconduct or criminal acts of Manager or its officers, directors, employees, agents and independent contractors.
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. The Manager agrees to hold harmless and indemnify the Company for losses arising out of fraud, negligence reckless conduct or criminal activity of its employees and affiliates' employees in performing services on behalf of Company under this Agreement.
Manager’s Indemnification. Manager shall hold harmless, indemnify and defend Owner, and its respective agents, employees, officers, directors and shareholders (collectively, the “Owner Indemnitees”), from and against all claims, demands, actions and causes of action, damages, liabilities, losses, costs and expenses whatsoever (including, but not limited to, attorneys’ fees for pre-trial, trial and appellate proceedings) incurred by or asserted against Owner Indemnitees arising out of, in connection with, or as a result of (i) the fraud, theft, willful misconduct, gross negligence or unlawful actions of Manager, its officers, employees or agents, or
Manager’s Indemnification. Manager shall hold harmless, indemnify and defend Lessee and its Affiliates, and their respective agents, employees, officers, directors and shareholders, from and against all claims, damages, losses and expenses (including, but not limited to, attorneys' fees for pre-trial, trial and appellate proceedings) arising out of or resulting from Manager's gross negligence (including Manager's violation of a law as determined pursuant to a final, unappealable order issued by a court of competent jurisdiction), willful misconduct or fraud.
Manager’s Indemnification. Manager agrees:
Manager’s Indemnification. Except to the extent covered by insurance, Manager shall hold harmless, indemnify and defend Owner and its Affiliates (including, without limitation, Property Owner), and their respective agents, employees, officers, directors and shareholders, from and against all claims, damages, losses and expenses (including, but not limited to, attorneys’ fees for pre-trial, trial and appellate proceedings) payable to third parties arising out of or resulting from Manager’s gross negligence, willful misconduct, fraud, knowing and intentional violation of applicable laws or breach of this Agreement that continues beyond any applicable cure period; provided that acts or omissions of hotel employees (other than Key Personnel) shall not be imputed to Manager or be deemed to constitute the acts or omissions of Manager.
Manager’s Indemnification. Manager indemnifies, exonerates and holds harmless Operator from and against for any claim, loss, cost, damage, expense or other liability (collectively, "Operator Claims") incurred by Operator (i) arising out of any misrepresentation of Manager under this Agreement, or (ii) by reason of any injury to any person or damage to any property arising out of Manager's performance of its obligations under this Agreement, but only if: (1) a court of competent jurisdiction has found the Operator Claim to have resulted from the wrongful acts or omissions of Manager committed wilfully and in bad faith, or (2) such liability, loss or damage is incurred as a result of a settlement at the request of Manager of an Operator Claim founded on the wrongful acts or omissions of Manager committed wilfully and in bad faith. This indemnity agreement shall include indemnity against all costs, expenses and liabilities incurred in connection with any Operator Claim or proceeding for which Operator is entitled to be indemnified hereunder, and the defense thereof with legal counsel reasonably acceptable to Operator.
