Common use of Indemnification by Partnership Clause in Contracts

Indemnification by Partnership. The Partnership shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Partner, its Affiliates and their respective officers, directors and employees from, against and in respect of any losses, claims, damages, costs and expenses (including costs of investigation, defense and attorneys' fees) and liabilities arising out of or in connection with the business or affairs of the Partnership (collectively, "Indemnified Losses"), except to the extent that it is finally judicially determined that such Indemnified Losses arose out of or were related to actions or omissions of the indemnified Partner, its Affiliates or any of their respective officers, directors or employees (acting in their capacities as such) constituting (a) bad faith, fraud, violation of law or intentional misconduct or (b) a breach of this Agreement. The Partnership shall periodically reimburse any Person entitled to indemnity under this Section 5.11.(A)(1) for its legal and other expenses incurred in connection with defending any claim (other than a claim by the Partnership or a Partner) with respect to such Indemnified Losses if such Person shall agree to reimburse promptly the Partnership for such amounts if it is finally judicially determined that such Person was not entitled to indemnity hereunder.