Common use of Misconduct Indemnity Clause in Contracts

Misconduct Indemnity. Wichita GP shall at all times indemnify and hold harmless the Partnership, AHF and AHF's Affiliates against and from any and all claims, suits, actions, debts, damages, costs, charges, losses, obligations, judgments and expenses, or orders by a governmental authority, of any nature whatsoever, suffered or incurred by the Partnership, AHF and AHF's Affiliates arising from or in connection with any of the following (a "Misconduct Event"): (i) breach of fiduciary duty by Wichita GP, (ii) any intentional misstatement in any certificate delivered by Wichita GP, (iii) any gross negligence, willful breach, intentional misconduct, bad faith, misappropriation of funds or fraud by Wichita GP, a Guarantor or any Affiliate of Wichita GP (including without limitation, the Guarantors, the Developers, the Property Manager or the Contractor), or (iv) any intentional breach by (A) Wichita GP of any representation or warranty contained in this Agreement (including without limitation, the distribution of proceeds in violation of Section 9.1 as described in Section 9.1(c)), any Project Documents or any certification delivered in connection therewith, (B) the Property Manager under the Management Agreement (if an Affiliate of Wichita GP) or (C) the Contractor under the Construction Contract (if an Affiliate of Wichita GP). The obligations of Wichita GP set forth in this Section 6.9(e) are referred to herein as the "Misconduct Indemnity."