General Partner’s Liability; Indemnification Sample Clauses

General Partner’s Liability; Indemnification. 4.8.1 None of General Partner or their respective subsidiaries or Affiliates, or their respective officers, members, directors, shareholders, employees, personnel or partners of any of the foregoing shall be liable to the Fund or to any Partner for any losses sustained or liabilities incurred as a result of any act or omission taken or suffered by General Partner or any such other Person if (i) the act or failure to act of General Partner or such other Person was in good faith, and
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General Partner’s Liability; Indemnification. 6.6.1 Exculpation To the fullest extent permitted by law, none of the General Partner, the AIFM, the Management Company, the Administrator, their Affiliates (including KKR but excluding the Fund), the Senior Advisors, the Industry Advisors, the KKR Advisors, the Capstone Executives, the RPM Executives, the Partnership Representative, the Designated Individual nor the officers, directors, employees, partners, stockholders, members or (to the extent specifically agreed by the General Partner on behalf of the Fund) agents of any of the foregoing (each, a “Covered Person”) will be liable to the Fund, the Euro Fund, any other Parallel Vehicle, any Feeder Fund or any Alternative Vehicle or to any Partner for any losses sustained or liabilities incurred as a result of any act or omission taken or suffered by the General Partner or any such other Person if (a) the act or failure to act of the General Partner or such other Person was in good faith and in a manner it believed to be in, or not contrary to, the best interests of the Fund and (b) the conduct of the General Partner or such other Person did not constitute Malfeasance. The termination of an action, suit or proceeding by judgment, order, settlement or upon a plea of nolo contendere or its equivalent will not, in and of itself, create a presumption or otherwise constitute evidence that the General Partner or such other Person is not entitled to exculpation hereunder; provided that a final, non-appealable judgment or order adverse to the General Partner or such other Person expressly covering the exculpation exceptions set forth in subclause (a) or (b) above will constitute evidence that the General Partner or such other Person is not so entitled to exculpation.
Sample 1
General Partner’s Liability; Indemnification. The General --------------------------------------------- Partner, and all agents acting on its or the Partnership's behalf, shall not be liable, responsible, or accountable, in damages or otherwise, to the Limited Partners or the Partnership for doing any act or failing to do any act, the effect of which may cause or result in loss or damage to the Partnership or the Limited Partners. The General Partner and any such agent shall be indemnified by the Partnership to the extent permitted by law and from the assets of the Partnership or at the expense of the Partnership against any liability or loss as a result of any claim or legal proceeding by any Person (including by or through the Partnership and any Limited Partners) relating to the performance or nonperformance of any act concerning the activities of the Partnership. The indemnification authorized by this Section 4.6 shall include any judgment, award, settlement, the payment of reasonable attorneys' fees and other expense (not limited to taxable costs) incurred in settling or defending any claims, threatened action or finally adjudicated legal proceeding. From time to time, as requested by the Person eligible for indemnification hereunder, such attorneys' fees and other expenses shall be advanced by the Partnership prior to the final disposition of such claims, actions or proceedings upon receipt by the Partnership of an undertaking by or on behalf of such Person eligible to be indemnified to repay such amounts if it shall be determined that such Person is not entitled to be indemnified as authorized in this Section 4.6. Notwithstanding the foregoing, the General Partner and all agents acting on its or the Partnership's behalf may be held liable for, and shall not be entitled to indemnity with respect to, conduct by it which is determined by a final non- appealable decision of a court of competent jurisdiction to be willful misconduct.
Sample 1

Related to General Partner’s Liability; Indemnification

  • Liability Indemnification Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.

  • Limited Liability Indemnification (a) Notwithstanding anything to the contrary in this Agreement, and except to the extent required by applicable law, no Indemnitee shall be liable to the Partnership or any Partner for any action taken or omitted to be taken by such Indemnitee in its capacity as a person of the type described in the definition of the term, “Indemnitee,” provided that such Indemnitee acted in good faith and such action or omission does not involve the gross negligence or willful misconduct of such Indemnitee. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that an Indemnitee did not act in good faith or that an action or omission involves gross negligence or willful misconduct.

  • Standard of Liability Indemnifications Confidential material redacted and filed separately with the Commission.

  • Directors’ Liability and Indemnification The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • Limitation of Liability; Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

  • Indemnification and Liability Insurance The Subdivider hereby agrees to hold the City of Avon, its officers, directors, agents and employees harmless and to indemnify them against all claims, expenses and liability as a result of loss or injury arising out of the clearing of land or construction of the Subdivision and public improvements. Prior to the commencement of any construction on the Subdivision site, Subdivider agrees to provide the City with proof of One Million ($1,000,000.00) Dollars liability insurance protecting the City from liability arising out of the development of the Subdivision and public improvements. Subdivider shall not allow this insurance to expire earlier than the effective period of any maintenance bond, and shall provide a copy of the insurance policy to remain, at all times, with the Director of Finance of the City.

  • Indemnification; Liability Insurance The Company and Executive shall enter into the Company’s standard form of indemnification agreement governing his conduct as an officer and director of the Company.

  • Indemnification of Covered Persons Every Covered Person shall be indemnified by the Trust to the fullest extent permitted by the Delaware Act, the Bylaws and other applicable law.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

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