|
•
<br /> (h) To not make any payments.whether for commissions,bonuses or other reasons,directly to
<br /> Manager's employees.
<br /> ARTICLE VI-INDEMNIFICATION AND SUBROGATION
<br /> 6.1 Indemnification.
<br /> (a) Subject to Section 6.2,Owner shall protect,defend,indemnify and hold Manager,its agents,
<br /> employees and contractors harmless from and against any and all claims,damages,demands,
<br /> penalties,costs,liabilities,losses and expenses(including reasonable attorneys'fees and
<br /> expenses at the trial and appellate levels)to the extent arising out of or relating to the
<br /> negligence or willful misconduct of Owner or Owner's agents,employees or contractors,
<br /> except to the extent caused directly by the negligence or willful misconduct of Manager,its
<br /> agents,employees or contractors.
<br /> (b) Subject to Section 6.2,Manager shall protect,defend,indemnify and hold Owner, its agents,
<br /> employees and contractors harmless from and.against any and all claims,damages,demands,
<br /> penalties,costs,liabilities,losses,and expenses(including reasonable attorneys'fees and
<br /> expenses at the trial and appellate levels)to the extent(a)arising out of or relating to any act,
<br /> omission,negligence,or willful misconduct of Manager or Manager's agents,employees.
<br /> contractors,customers or invitees in or about the Property,including without limitation any
<br /> default under this Agreement,or(b)arising out of or relating to any of Manager's personal
<br /> property or equipment,except to the extent caused directly by the sole negligence or willful
<br /> misconduct of Owner,its agents '=,, ployees or contractors.
<br /> tg sr
<br /> (c) "Indemnified Party"and"Indemnitor filtall mean Manager and Owner,respectively,as to
<br /> Section 6.1(a)and shall mean Owlner and Manager,respectively,as to Section 6.1(b). If any
<br /> action or proceeding is brought against the Indemnified Party with respect to which
<br /> indemnity may be sought under this Section 6.1,the indemnitor,upon written notice from
<br /> the Indemnified Party,shall assume the investigation and defense thereof,including the
<br /> employment of counsel and payment of all reasonable expenses. The Indemnified Party
<br /> shall have the right to employ separate counsel in any such action or proceeding and to
<br /> participate in the defense thereof,but the Indemnitor shall not be required to pay the fees and
<br /> expenses of such separate counsel,;unless such separate counsel is employed with the written
<br /> approval and consent of the Indemnitor.
<br /> (d) The indemnities in this Section 6.1 shall survive the expiration or termination of this
<br /> Agreement.
<br /> 6.2 Waiver of Claims. Notwithstanding anything contained in this Agreement to the contrary,Owner
<br /> and Manager hereby waive any rights each may have against the other on account of any loss of or
<br /> damage to their respective property.the Property,its contents,or other portions of the Property
<br /> arising from any risk which may be insured against by a special form policy of property insurance.
<br /> Owner and Manager shall cause their respective insurance companies to include an endorsement to
<br /> their respective.property insurance policies containing an express waiver of any rights of subrogation
<br /> by the insurance company against Owner and Manager,as applicable.
<br /> ARTICLE VII-COSTS AND EXPENSES
<br /> Owner shall pay all taxes,special assessments,ground rents,insurance premiums and mortgage payments
<br /> affecting the Property as they become due and before any delinquency date.
<br /> Page 5 of 10
<br />
|