Indemnification by Partners. In the event that the Partnership is made a party to any claim, dispute, or litigation or otherwise incurs any loss or expense as a result of, or in connection with, any Partner’s (or assignee’s) obligations or liabilities unrelated to the Partnership’s business, such Partner (or assignees cumulatively) shall indemnify, defend, hold harmless and reimburse the Partnership for such loss, liability, damage, cost and expense to which the Partnership shall become subject (including attorneys’ and accountants’ fees and expenses).
Indemnification by Partners. In the event that the Partnership, the General Partner, the Trading Advisor or any of their affiliates is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with (a) any Partner’s (or its assignee’s) activities, obligations or liabilities unrelated to the Partnership’s business or (b) any failure or alleged failure on the part of the Partnership or the General Partner to withhold from income or gains allocated or deemed to be allocated to any Partner (or its assignees), whether or not distributed, any amount with respect to which U.S. federal income tax withholding was required or alleged to have been required, such Partner (or its assignees cumulatively) shall indemnify, defend, hold harmless and reimburse the Partnership, the General Partner, the Trading Advisor and their affiliates for such Losses to which they shall become subject.
Indemnification by Partners. Each Partner hereby indemnifies and shall hold harmless the Partnership and the other Partners, their Affiliates and each director, officer and employee of such other Partners, its Affiliates and the Partnership without duplication from and against any and all Indemnified Losses arising out of any act of, or any purported assumption of any obligation or responsibility by, such indemnifying Partner or its Affiliates, or any of the directors, officers or employees of such indemnifying Partner or its Affiliates, in violation of this Agreement.
Indemnification by Partners. In the event that the Partnership is made a party to any claim, dispute, or litigation or otherwise incurs any loss or expense as a result of, or in connection with, any Partner's (or assignee's) obligations or liabilities unrelated to the Partnership's business, such Partner (or assignees cumulatively) shall indemnify, defend, hold harmless and reimburse the Partnership for such loss, liability, damage, cost and expense to which the Partnership shall become subject (including attorneys' and accountants' fees and expenses). 14. Benefit Plan Investors (a) Investment in Accordance with Law. Each Limited Partner that is, or is investing assets on behalf of, an "employee benefit plan," as defined in and subject to ERISA, or a "plan," as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a "Plan"), and each fiduciary thereof who has caused the Plan to become a Limited Partner (a "Plan Fiduciary"), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership for such Plan is consistent with the Plan Fiduciary's responsibilities under ERISA; (c) the investment in the Partnership by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan's investment in the Partnership has been duly authorized and approved by all necessary parties; (e) none of the General Partner, any commodity trading advisor to the Partnership, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, any employee of MS & Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an empl...
Indemnification by Partners. Except as otherwise expressly provided in this Article 4, Partners, as its sole obligation and the exclusive remedy of International and each of International's officers, directors, employees, Affiliates, successors and assigns (International and such persons being collectively referred to herein as "International's Indemnified Persons"), shall defend, indemnify and hold harmless International's Indemnified Persons, and shall reimburse International's Indemnified Persons, for, from and against, each and every demand, claim, action, loss (which shall include any diminution in value), liability, judgment, damage, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors) (collectively, "Losses") imposed on or incurred by International's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of: (a) any inaccuracy in any representation or warranty of Partners in this Agreement, whether or not International's Indemnified Persons relied thereon or had knowledge thereof, or (b) any breach or nonperformance of any covenant, agreement or other obligation of Partners under this Agreement or any certificate, document or other instrument delivered or to be delivered pursuant hereto.
Indemnification by Partners. In the event that the Fund or the General Partner is made a party to any claim, dispute, or litigation or otherwise incurs any loss or expense as a result of, or in connection with, any Partner's obligations or liabilities unrelated to the Fund's business or any purported transfer, assignment, pledge, or encumbrance of Units in violation of Section 11(a), such Partner shall indemnify and reimburse the Fund and the General Partner for all loss and expense incurred, including attorneys' and accountants' fees and expenses, tax liabilities, or loss of tax benefits.
Indemnification by Partners. Each Partner will indemnify the Company and Globalstar, each of their respective directors or Committee members, as the case may be, and officers, each person who controls the Company or Globalstar within the meaning of the Securities Act and the rules and regulations thereunder, each other Partner and each of their officers, directors, and partners, and each person controlling such other Partner, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement of a material fact with respect to such Partner contained in any such registration statement, prospectus, offering circular or other document made by such Partner, or any omission (or alleged omission) to state therein a material fact with respect to such Partner required to be stated therein or necessary to make the statements by such Partner therein not misleading, and will reimburse the Company, Globalstar and such other Partner and each of their respective directors, officers and partners and each person controlling each of the Company, Globalstar and such other Partner for any legal or any other expenses reasonably incurred by such party in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Partner with respect to such Partner and stated to be specifically for use therein; provided however, that the obligations of each of the Partners hereunder shall be limited to an amount equal to the net proceeds to such Partner of securities sold on such occasion as contemplated herein.
Indemnification by Partners. 67 13.3 Procedures............................................................................68 13.4 Survival..............................................................................69 SECTION 14 REPRESENTATIONS.......................................................................69
Indemnification by Partners. Notwithstanding any other provision of this Agreement, each Partner (in each case, an "Indemnifying Partner") agrees that it shall be liable for, and shall indemnify, hold harmless and reimburse the Partnership and each other Partner from all Losses sustained or incurred in connection with or arising as a result of the incorrectness of any representation or the breach of any warranty of such Indemnifying Partner contained in Section 15.1 or the breach by such Indemnifying Partner of any covenant set out in Section 15.3.
Indemnification by Partners. Each Partner (in the case of P&S, the term Partner or P&S shall include Peloxxxx) xxall indemnify, hold harmless, defend, and pay all judgments and claims against the other Partners, and their respective shareholders, partners, members, directors, officers, employees, agents, independent contractors, subsidiaries, successors, and assigns, from any liability, loss, or damage incurred by any of them by reason of (i) any breach by the indemnifying Partner of this Agreement or any representation or warranty contained herein or any claims of any nature by a former partner or affiliate of a Partner, or 9 14 (ii) the negligence or intentional misconduct of the indemnifying Partner or its employees, agents, or contractors, including costs and attorneys' fees and any amounts expended in the settlement of any claims of liability, loss, or damage, except to the extent such loss, liability, or damage was caused by the negligence or intentional misconduct of the indemnified party. In addition to the foregoing, P&S agrees to indemnify, hold harmless, defend and pay all judgments and claims against XIT and its shareholders, directors, officers, employees, agents, independent contractors, subsidiaries, successors, and assigns, from any liability, loss or damage incurred by any of them by reason of any environmental problems at the Partnership Project where the facts or circumstances causing such problems exist as of the date hereof, except to the extent such environmental problems have been caused by XIT or its contractors, employees or agents.
