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Docusign Envelope ID : 177AA06A-30B442FF-A85A-78B5A7C51 DBE <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 ( 1 ) 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 />