Common use of By Manager Clause in Contracts

By Manager. Manager will indemnify and hold harmless the Company, ---------- its Affiliates, and all of their officers, managers, employees, members, partners and agents of Company or its Affiliates (individually, a "Company Indemnitee") and its subsidiaries from and against any and all Damages arising from any and all Claims in which the Company Indemnitee may be involved or threatened to be involved, as a party or otherwise, arising out of either Manager's gross negligence or willful misconduct regardless of whether this Agreement continues to be in effect or the Company Indemnitee continues to be an Affiliate, or an officer, director, employee, stockholders, partner or agent of the Company or its Affiliates at the time any such Claims are made or Damages incurred.

By Manager. Manager will indemnify and hold harmless ---------- the Company, ---------- its Affiliates, and all of their officers, managers, employees, members, partners and agents of Company or its Affiliates (individually, a "Company Indemnitee") and its subsidiaries from and against any and all Damages arising from any and all Claims in which the Company Indemnitee may be involved or threatened to be involved, as a party or otherwise, arising out of either Manager's gross negligence or willful misconduct regardless of whether this Agreement continues to be in effect or the Company Indemnitee continues to be an Affiliate, or an officer, director, employee, stockholders, partner or agent of the Company or its Affiliates at the time any such Claims are made or Damages incurred.