INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys' fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor's bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys'attorneys fees, to the extent that # such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and # are incurred by reason of the Advisor'Advisors bad faith, fraud, misfeasance, intentionalwillful misconduct, gross negligence or reckless disregard of its duties;duties under this Agreement; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Indemnification by Advisor. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys'attorneys fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor'Advisors bad faith, fraud, misfeasance, intentional misconduct, negligencewillful misconduct or reckless disregard of its duties;gross negligence; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
Indemnification by Advisor. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys'attorneys fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor'Advisors bad faith, fraud, misfeasance, intentional misconduct,willful misconduct or gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
The Advisor shall indemnifyindemnify, defend and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys'reasonable attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor'Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.
INDEMNIFICATION BY ADVISOR.THE COMPANY AND THE OPERATING PARTNERSHIP. The AdvisorCompany and the Operating Partnership shall indemnify and hold harmless the CompanyAdvisor and the Operating Partnershipits Affiliates, including their respective directors (the "Indemnitees," and each an "Indemnitee"), from contract or otherall liability, claims, damages, taxesdamages or losses arising in the performance of their duties hereunder, and related expensesexpenses, including reasonable attorneys' fees, to the extent that such liability, claims, damages, taxesdamages or losses and related expenses are not fully reimbursed by insuranceinsurance, and are incurred by reasonto the extent that such indemnification would not be inconsistent with the laws of the Advisor's bad faith, fraud, misfeasance, intentional misconduct, negligenceState of Maryland, the Charter or reckless disregardthe Bylaws. In addition, the Company and the Operating Partnership shall indemnify and hold harmless the officers of its duties; provided, however, thatthe Company and the Advisor shalland its Affiliates from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys' fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be held responsible for any actioninconsistent with the laws of the Board in followingState of Maryland, the Charter or declining to follow any advice or recommendation given by the Advisor.Bylaws.
INDEMNIFICATION BY ADVISOR.THE COMPANY AND THE OPERATING PARTNERSHIP. The AdvisorCompany and the Operating Partnership shall indemnify and hold harmless the CompanyAdvisor and the Operating Partnershipits Affiliates, including their respective officers, directors, partners and employees, from contract or otherall liability, claims, damages, taxesdamages or losses arising in the performance of their duties hereunder, and related expensesexpenses, including attorneys'reasonable attorneys fees, to the extent that such liability, claims, damages, taxesdamages or losses and related expenses are not fully reimbursed by insuranceinsurance, and are incurred by reasonto the fullest extent possible without such indemnification being inconsistent with the laws of the Advisor's bad faith, fraud, misfeasance, intentional misconduct, negligenceState of Maryland, the Charter or reckless disregardthe provisions of its duties; provided, however, that the Advisor shall not be held responsible for any action[Section II].G of the Board in following or declining to follow any advice or recommendation given by the Advisor.NASAA REIT Guidelines.
Limitation on Indemnification. Notwithstanding the foregoing, the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys' fees, to the extent that such liability, claims, damages, taxes or losses and related expenses areshall not fully reimbursed by insurance and are incurred by reasonprovide for indemnification of the Advisor's bad faith, fraud, misfeasance, intentional misconduct, negligenceAdvisor or reckless disregardits Affiliates for any liability or loss suffered by any of its duties; provided, however, that the Advisorthem, nor shall notany of them be held responsibleharmless for any actionloss or liability suffered by the Company, unless all of the Board in following or declining to follow any advice or recommendation given by the Advisor.conditions are met:
INDEMNIFICATION BY ADVISOR.THE COMPANY AND THE OPERATING PARTNERSHIP. The AdvisorCompany and the Operating Partnership shall indemnify and hold harmless the CompanyAdvisor and the Operating Partnershipits Affiliates, including their respective officers, managers, directors, partners and employees, from contract or otherall liability, claims, damages, taxesdamages or losses arising in the performance of their duties hereunder, and related expensesexpenses, including attorneys'reasonable attorneys fees, to the extent that such liability, claims, damages, taxesdamages or losses and related expenses are not fully reimbursed by insuranceinsurance, and are incurred by reasonto the fullest extent possible without such indemnification being inconsistent with the laws of the Advisor's bad faith, fraud, misfeasance, intentional misconduct, negligenceState of Maryland, the Charter or reckless disregardthe provisions of its duties; provided, however, that the Advisor shall not be held responsible for any action[Section II].G of the Board in following or declining to follow any advice or recommendation given by the Advisor.NASAA REIT Guidelines.
Indemnification. Except as prohibited by the restrictions provided in this [Section 16.01], [Section 16.02] and hold harmless[Section 16.03], the Company and the Operating Partnership shall indemnify, defend and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees, from contract or otherall liability, claims, damages, taxesdamages or losses arising in the performance of their duties hereunder, and related expensesexpenses, including attorneys'reasonable attorneys fees, to the extent that such liability, claims, damages, taxesdamages or losses and related expenses are not fully reimbursed by insurance and are incurred by reasoninsurance. Any indemnification of the Advisor's bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the Advisor shall notmay be held responsible for any actionmade only out of the Board in following or declining to follow any advice or recommendation given bynet assets of the Advisor.Company and not from Stockholders.
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