Liability of Liquidator. The Liquidator shall be indemnified and held harmless by the Company from and against any and all claims, liabilities, costs, damages, and causes of action of any nature whatsoever arising out of or incidental to the Liquidator's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator shall not be entitled to indemnification, and shall not be held harmless, where the claim, demand, liability, cost, damage or cause of action at issue arises out of (i) a matter entirely unrelated to the Liquidator's action or conduct pursuant to the provisions of this Agreement or (ii) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 11 contracts
Samples: Operating Agreement (Shurgard Storage Centers Inc), Limited Liability Company Agreement (Inland Real Estate Corp), Limited Liability Company Agreement (Health Care Property Investors Inc)
Liability of Liquidator. The Liquidator shall be indemnified and held harmless by the Company from and against any and all claims, liabilities, costs, damages, and causes of action of any nature whatsoever arising out of or incidental to the Liquidator's ’s taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator shall not be entitled to indemnification, and shall not be held harmless, where the claim, demand, liability, cost, damage or cause of action at issue arises out of (i) a matter entirely unrelated to the Liquidator's ’s action or conduct pursuant to the provisions of this Agreement or (ii) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 9 contracts
Samples: Guaranty Agreement (Healthpeak Properties, Inc.), Limited Liability Company Agreement (Hcp, Inc.), Limited Liability Company Agreement (Hcp, Inc.)
Liability of Liquidator. The Liquidator shall be indemnified and held harmless by the Company Partnership from and against any and all claims, demands, liabilities, costs, damages, damages and causes of action of any nature whatsoever arising out of or incidental to the Liquidator's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator shall not be entitled to indemnification, and shall not be held harmless, where the claim, demand, liability, cost, damage or cause of action at issue arises out of (i) a matter entirely unrelated to the Liquidator's action or conduct pursuant to the provisions of this Agreement or Agreement, or, (ii) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 3 contracts
Samples: Carramerica Realty Corp, Carramerica Realty Corp, Prologis
Liability of Liquidator. The Liquidator shall be indemnified and held harmless by the Company Partnership from and against any and all claims, liabilities, costs, damages, and causes of action of any nature whatsoever arising out of or incidental to the Liquidator's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator shall not be entitled to indemnification, and shall not be held harmless, where the claim, demand, liability, cost, damage or cause of action at issue arises out of (iA) a matter entirely unrelated to the Liquidator's action or conduct pursuant to the provisions of this Agreement or (iiB) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 2 contracts
Samples: Camden Property Trust, Camden Property Trust
Liability of Liquidator. The Liquidator shall be indemnified and held harmless by the Company from and against any and all claims, liabilities, costs, damages, and causes of action of any nature whatsoever arising out of or incidental to the Liquidator's ’s taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator shall not be entitled to indemnification, and shall not be held harmless, where the claim, demand, liability, cost, damage or cause of action at issue arises out of (i) a matter entirely unrelated to the Liquidator's ’s action or conduct pursuant to the provisions of this Agreement or (ii) the proven willful misconduct malfeasance, bad faith, dishonesty or gross negligence fraud of the Liquidator.. ****************
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Wells Real Estate Investment Trust Inc), Limited Liability Company Agreement (Wells Real Estate Investment Trust Inc)
Liability of Liquidator. The Liquidator shall be indemnified and held harmless by the Company Partnership from and against any and all claims, liabilities, costs, damages, and causes of action of any nature whatsoever arising out of or incidental to the Liquidator's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator shall not be entitled to indemnification, and shall not be held harmless, where the claim, demand, liability, cost, damage or cause of action at issue arises out of (i) a matter entirely unrelated to the Liquidator's action or conduct pursuant to the provisions of this Agreement or (ii) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 1 contract
Liability of Liquidator. The Liquidator shall be indemnified and held harmless by the Company from and against any and all claims, liabilities, costs, damages, and causes of action of any nature whatsoever arising out of or incidental to the Liquidator's ’s taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator shall not be entitled to indemnification, and shall not be held harmless, where the claim, demand, liability, cost, damage or cause of action at issue arises out of (i) a matter entirely unrelated to the Liquidator's ’s action or conduct pursuant to the provisions of this Agreement or (ii) the proven willful misconduct or malfeasance, bad faith, dishonesty, gross negligence or fraud of the Liquidator.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Hudson Pacific Properties, Inc.)
Liability of Liquidator. The Liquidator shall be indemnified and held harmless by the Company Partnership from and against any and all claims, liabilities, costs, damages, and causes of action of any nature whatsoever arising out of or incidental to the Liquidator's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator shall not be entitled to indemnification, and shall not be held harmless, where the claim, demand, liability, cost, damage or cause of action at issue arises out of (i) a matter entirely unrelated to the Liquidator's action or conduct pursuant to the provisions of this Agreement or (ii) the proven willful misconduct or gross negligence of the Liquidator.. AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS
Appears in 1 contract
