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23 <br /> (IV)ANY WRONGDOING, ACT, OR FAILURE TO ACT BY ANY EMPLOYEE, AGENT, OR <br /> CONTRACTOR OF MANAGER. THE INTENT OF THIS PARAGRAPH IS THAT THE <br /> MANAGER DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OWNER TO THE <br /> GREATEST EXTENT AUTHORIZED BY LAW. <br /> (b) Indemnification by Owner. To the extent authorized by North Carolina <br /> law, Owner agrees to defend, indemnify and hold harmless the Manager and its managers, <br /> directors, officers, employees, agents, successors and assigns against any claims, causes <br /> of action, costs, expenses (excluding legal fees and expenses) liabilities, or damages <br /> suffered by those parties, arising out of or in connection with any (i) grossly negligent act <br /> or omission, or willful misconduct, on the part of Owner or any of its employees or agents <br /> in the performance of its obligations under this Agreement; or (ii) breach by Owner of any of <br /> its representations, covenants or agreements made herein. <br /> (c) Conditions to Indemnification. With respect to each separate matter <br /> brought by any third party against which a party hereto ("Indemnitee") is indemnified by the <br /> other party ("Indemnitor") under this Section, the Indemnitor shall be responsible, at its <br /> sole cost and expense, for controlling, litigating, defending and otherwise attempting to <br /> resolve any proceeding, claim, or cause of action underlying such matter, except that (i) <br /> the Indemnitee may, at its option, participate in such defense or resolution at its expense <br /> and through counsel of its choice; (ii) the Indemnitee may, at its option, assume control of <br /> such defense or resolution if the Indemnitor does not promptly and diligently pursue such <br /> defense or resolution, provided that the Indemnitor shall continue to be obligated to <br /> indemnify the Indemnitee hereunder in connection therewith; and (iii) neither Indemnitor <br /> nor Indemnitee shall agree to any settlement without the other party's prior written consent <br /> (which shall not be unreasonably withheld or delayed). In any event, Indemnitor and <br /> Indemnitee shall in good faith cooperate with each other and their respective counsel with <br /> respect to all such actions or proceedings, at the Indemnitor's sole expense. With respect <br /> to each and every matter with respect to which any indemnification may be sought <br /> hereunder, upon receiving notice pertaining to such matter, Indemnitee shall promptly (and <br /> in no event more than fifteen (15) days after any third-party litigation is commenced <br /> asserting such claim) give reasonably detailed written notice to the Indemnitor of the nature <br /> of such matter and the amount demanded or claimed in connection therewith. <br /> (d) Survival. The obligations of the parties contained in this Section <br /> shall survive the termination or expiration of this Agreement. <br /> ARTICLE 13 MISCELLANEOUS <br /> 13.1 Relationship. Manager and Owner shall not be construed as joint <br /> venturers or general partners of each other, and neither shall have the power to bind or <br /> obligate the other party except as set forth in this Agreement. Manager understands and <br /> agrees that the relationship to Owner is that of independent contractor, and that it will <br /> not represent to anyone that its relationship to Owner is other than that of independent <br /> contractor. Nothing herein shall deprive or otherwise affect the right of either party to <br /> own, invest in, manage or operate property, or to conduct business activities, which are <br />