Indemnification of General Partners. The Managing General Partner need not secure the performance of its duties by bond or otherwise. A General Partner is not liable, responsible, or accountable in damages or otherwise to any Partner or to the Partnership for any act taken or omission made in good faith on behalf of the Partnership and in a manner that such General Partner reasonably believes to be within the scope of the authority granted to it by this Agreement and in the best interest of the Partnership, except for gross negligence or willful misconduct. Any loss, expense (including attorneys' fees) or damage incurred by a General Partner by reason of any act or omission by it in good faith on behalf of the Partnership and in a manner that it reasonably believes to be within the scope of the authority granted to it by this Agreement and in the best interest of the Partnership (but not, in any event, any loss, expense or damage incurred by a General Partner by reason of gross negligence or willful misconduct) shall be paid to the indemnified General Partner from the Partnership's assets, to the extent available.
Indemnification of General Partners. (A) The General Partners and the directors, officers and employees of a General Partner (individually, an “Indemnitee”), shall each, to the extent permitted by law, be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint and several, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all threatened, pending or completed claims, costs, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be a party, or threatened to be made a party by reason of its status as a General Partner or a director, officer or employee of a General Partner or its management of the affairs of the Partnership, or which relate to the Partnership, its property, business or affairs, whether or not the Indemnitee continues to be a General Partner or a director, officer or employee of a General Partner at the time any such liability or expense is paid or incurred, if the Indemnitee acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership, and, with respect to any criminal proceeding, had no reasonable cause to believe and did not believe its conduct was unlawful, provided that the Indemnitee’s conduct does not constitute gross negligence or willful or wanton misconduct. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Partnership or a presumption that the Indemnitee had reasonable cause to believe that its conduct was unlawful. or that the Indemnitee’s conduct constituted gross negligence or willful or wanton misconduct.
Indemnification of General Partners. The Managing General Partner need not secure the performance of its duties by bond or otherwise. A General Partner is not liable, responsible,
Indemnification of General Partners. The Partnership shall ----------------------------------- indemnify the General Partners and each trustee, director, officer, employee and agent of the General Partners (collectively, the "Indemnified Parties"), to the fullest extent permitted by law, and save and hold such Indemnified Parties harmless from, and in respect of, (a) all Losses incurred in connection with or resulting from any claim, action, proceeding or demand against the Indemnified Parties or the Partnership that arise out of or in any way relate to the Partnership, its properties, business or affairs, and (b) any Losses resulting from such claims, actions, proceedings and demands, including amounts paid in settlement or compromise of any such claim, action, proceeding or demand; provided, however, that no Indemnified Party shall be entitled to indemnification hereunder if and to the extent any Losses arise as a result of such Indemnified Party's bad faith, willful misconduct, fraud, or gross negligence. The termination of any action, suit, or proceeding by judgment, order, settlement or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that an Indemnified Party acted with bad faith, willful misconduct, fraud or gross negligence.
Indemnification of General Partners. The Partnership shall, to ----------------------------------- the fullest extent permitted by applicable law, indemnify and hold harmless each Indemnified Person against all claims, liabilities and expenses of whatever nature ("Claims") relating to activities undertaken in connection with the Partnership, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel, accountants' and experts' and other fees, costs and expenses reasonably incurred in connection with the investigation, defense or disposition (including by settlement) of any action, suit or other proceeding, whether civil or criminal, before any court or administrative body in which such Indemnified Person may be or may have been involved, as a party or otherwise, or with which such Indemnified Person may be or may have been threatened, while acting as such Indemnified Person, provided -------- that no indemnity shall be payable hereunder against any liability incurred by such Indemnified Person by reason of gross negligence, fraud, willful violation of the law, willful violation of this Agreement, reckless disregard of the duties of such Indemnified Person or with respect to any matter as to which such Indemnified Person shall have been adjudicated not to have acted in good faith, and provided further that as to any action, suit or other proceeding disposed of -------- by settlement or a compromise payment, pursuant to a consent decree or otherwise, no indemnification (whether for such payment or for any other Claim) shall be provided unless there has been a determination that such compromise is in or not opposed to the best interests of the Partnership and that such Indemnified Person has acted in good faith and did not involve gross negligence, fraud, willful violation of the law, willful violation of this Agreement or reckless disregard of the duties of such Indemnified Person.
Indemnification of General Partners. The General Partners or any officers or directors of the General Partners (collectively, "Indemnitees") shall have no liability to any Partner or the Partnership for, and the Partnership agrees to indemnify each Indemnitee to the fullest extent permitted by law from and against, any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Partnership. However, each Indemnitee shall be liable, responsible, and accountable, and the Partnership shall not be liable to any Indemnitee, for any portion of such losses, judgments, liabilities and expenses that results from any Indemnitee's willful misconduct, or fraud, as finally determined by a court of competent jurisdiction. If any action, suit or proceeding shall be pending against the Partnership or an Indemnitee in connection with the Partnership, such Indemnitee shall have the right to employ separate counsel of its choice in such action, suit or proceeding. The reasonable fees and expenses of such separate counsel shall constitute expenses for the purposes of the indemnification provided by this Section 6.11. The satisfaction of the obligations of the Partnership under this Section 6.11 shall be from and limited to the assets of the Partnership, and no other Partner shall have any personal liability on account thereof. Each Indemnitee shall have the right to receive advances from the Partnership for all legal expenses and other costs incurred as a result of a legal action and for all amounts for which such Indemnitee believes in good faith that such Indemnitee is entitled to indemnification under this Section 6.11, but only if (i) the legal action relates to the performance of duties or services by such Indemnitee on behalf of the Partnership; and (ii) such Indemnitee undertakes to repay the advanced funds to the Partnership in the circumstances and the manner set out below. The Partnership shall make such advances (for which the Partnership is liable as determined above) within 30 days after a request for such advance is received. In the event that a determination is made that the Partnership is not so obligated in respect of any advance made by it, such Indemnitee will within 30 days of such determination repay the advanced funds to the Partnership with interest from the date of payment until the date of repayment of such amount and in the event that a determination is made 18 that the Partnership is so obligated in respect of a...
Indemnification of General Partners. (a) The Partnership, its receiver, or its trustee shall indemnify, save harmless, and pay all judgments and claims against any General Partner relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such General Partner in connection with the business of the Partnership, including attorneys' fees incurred by such General Partner in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred.
Indemnification of General Partners. 14 7.3 Advance of Expenses............................................ 15 7.4
Indemnification of General Partners. 14 8.1. In General................................................14 8.2. Not Liable for Return of Capital..........................15 9.
Indemnification of General Partners. 9.14(a) The General Partners shall be indemnified and held harmless, absolutely, unconditionally and irrevocably, by the Partnership from and against any and all claims, demands, liabilities, costs, damages and causes of action, of any nature whatsoever, arising out of or incidental to the General Partners' management of the Project and/or the Partnership affairs, except where the claim at issue is based upon the fraud, gross negligence or willful misconduct of the applicable General Partner.
