Common use of COVENANTS; INDEMNITIES Clause in Contracts

COVENANTS; INDEMNITIES. (A) BPLLC, Holdings LLC, Prudential and the Partnership (on behalf of themselves and their respective successors and assigns) each hereby covenants and agrees with each other that, during the period of time from the date hereof through and including the second (2nd) anniversary of the Redemption Date, (i) none of the Equity Redemption Loan obtained by the Partnership on the date hereof pursuant to the terms of the Partnership Agreement or any debt replacing any such Equity Redemption Loan in accordance with the terms and provisions of the Partnership Agreement, shall be repaid by any Capital Contributions made by any Partner of the Partnership, (ii) the Partnership shall at all times maintain and continue its existence as a general partnership under the laws of the State of California and shall not be dissolved, wound-up or terminated during such period of time, and (iii) except as otherwise expressly provided in this Agreement, the Partnership shall not distribute all or any portion of its Operating Assets to any Partner. Each of the afore-mentioned Persons (on behalf of themselves and their Affiliates) hereby covenants not to commit any act in violation of this covenant (or to permit any successor or assign of any such Person to commit any such act). (B) In addition to, and not in limitation of, any other rights and remedies available to the parties hereto under this Agreement or at law or in equity, each party hereto (on behalf of itself) agrees that, in the event of a breach by any party or its Affiliate (such party, the "breaching party") of any of the covenants set forth in subsection (a) above, such breaching party shall -------------- indemnify, protect, defend and hold harmless the other party(ies) from and against any and all claims, causes of action, losses, liabilities, damages, costs and expenses of whatsoever kind or nature (including, without limitation, reasonable attorneys' fees and expenses and any adverse income tax consequences, including, but not limited to, any interest and penalties) arising out of or in any way resulting from or directly relating to such breach.

COVENANTS; INDEMNITIES. (A) BPLLC, Holdings LLC, Prudential PIC and the Partnership (on behalf of themselves and their respective successors and assigns) each hereby covenants and agrees with each other that, during the period of time from the date hereof through and including the second (2nd) anniversary of the Redemption Date, (i) none of the Equity Redemption Loan obtained by the Partnership on the date hereof pursuant to the terms of the Partnership Agreement or any debt replacing any such Equity Redemption Loan in accordance with the terms and provisions of the Partnership Agreement, shall be repaid by any Capital Contributions made by any Partner of the Partnership, (ii) the Partnership shall at all times maintain and continue its existence as a general partnership under the laws of the State of California and shall not be dissolved, wound-up or terminated during such period of time, and (iii) except as otherwise expressly provided in this Agreement, the Partnership shall not distribute all or any portion of its Operating Assets to any Partner. Each of the afore-mentioned Persons (on behalf of themselves and their Affiliates) hereby covenants not to commit any act in violation of this covenant (or to permit any successor or assign of any such Person to commit any such act). (B) In addition to, and not in limitation of, any other rights and remedies available to the parties hereto under this Agreement or at law or in equity, each party hereto (on behalf of itself) agrees that, in the event of a breach by any party or its Affiliate (such party, the "breaching party") of any of the covenants set forth in subsection (a) above, such breaching party shall -------------- indemnify, protect, defend and hold harmless the other party(ies) from and against any and all claims, causes of action, losses, liabilities, damages, costs and expenses of whatsoever kind or nature (including, without limitation, reasonable attorneys' fees and expenses and any adverse income tax consequences, including, but not limited to, any interest and penalties) arising out of or in any way resulting from or directly relating to such breach.