is made, or threatened to be made, a party to, or witness in, a Proceeding by reason of his or her service in that capacity or (y) while a director or officer of CLNC (or a predecessor of CLNC) and at the request of CLNC (or a predecessor of CLNC), serves or has served as a director, officer, trustee, member, manager, employee, partner or agent of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, a Proceeding by reason of his or her service in that capacity.
Independent Directors means the members of the Board of Directors of CLNC who are not officers or employees of Manager or any Person directly or indirectly controlling or controlled by Manager, and who are otherwise independent in accordance with CLNCs Governing Instruments and the rules of the applicable national securities exchange on which the Class A Common Stock of CLNC is listed.
LA Landlord means FSP South Flower Street Associates, LLC.
LA Landlord Consent has the meaning set forth in Section 4.17(d).
LA Office Lease means that certain Office Lease dated as of September 29, 2014, between the LA Landlord, as landlord, and Colony Capital, LLC, as tenant, as amended by that certain First Amendment to Lease dated as of December , 2014, as assigned by Colony Capital, LLC to Colony Advisors, LLC, pursuant to that certain Assignment and Assumption of Lease and Landlord Consent dated as of April 2, 2015, as further amended by that certain Second Amendment to Office Lease dated as of October , 2015.
LA Office Sublease has the meaning set forth in Section 4.17(d).
LA Office Sublease Term Sheet has the meaning set forth in Section 4.17(d).
Law means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.
Loss means any loss (including diminutions in value), liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing.
Management Agreement has the meaning set forth in the Recitals.
Manager has the meaning set forth in the preamble to this Agreement.
Manager Expenses has the meaning set forth in Section 4.15.
Manager Fundamental Representations means the representations and warranties of Manager set forth in Section 2.01, Section 2.02 and Section 2.05.
Manager Indemnified Parties has the meaning set forth in Section 4.08.