Common use of Indemnification by Partnership Clause in Contracts

Indemnification by Partnership. (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; however, the Partnership shall not indemnify an Indemnitee with respect to (i) an act or omission of the Indemnitee that was material to the matter giving rise to the proceeding and either was the result of intentional misconduct or a knowing violation of law; or (ii) for any transaction for which such Indemnitee received a personal benefit in violation or breach of any provision of this Agreement. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7(a); provided, however, the termination of any criminal proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by Indemnitee creates a rebuttable presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.7(a) with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership and no Partner shall have any personal liability therefor.

Indemnification by Partnership. (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; however, the Partnership shall not indemnify an Indemnitee (i) with respect to (i) an act or omission of the Indemnitee that was material to the matter giving rise to the proceeding and either was the result of intentional misconduct or a knowing violation of law; or (ii) for any transaction for which such Indemnitee received a personal benefit in violation or breach of any provision of this Agreement. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7(a7.6(a); provided, however, the termination of any criminal proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by Indemnitee creates a rebuttable presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.7(a7.6(a) with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 7.7 7.6 shall be made only out of the assets of the Partnership and no Partner shall have any personal liability therefor.

Indemnification by Partnership. (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; however, the Partnership shall not indemnify an Indemnitee with respect to (i) an act or omission of the Indemnitee that was material to the matter giving rise to the proceeding and either was the result of intentional misconduct or a knowing violation of law; or (ii) for any transaction for which such Indemnitee received a personal benefit in violation or breach of any provision of this Agreement. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7(a7.6(a); provided, however, the termination of any criminal proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by Indemnitee creates a rebuttable presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.7(a7.6(a) with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 7.7 7.6 shall be made only out of the assets of the Partnership and no Partner shall have any personal liability therefor.

Indemnification by Partnership. (a) The To the fullest extent permitted by Delaware law, the Partnership shall indemnify an each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership or STT as set forth in this Agreement Agreement, in which any such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; however, the Partnership shall not indemnify an Indemnitee with respect to unless it is established that: (i) an the act or omission of the Indemnitee that was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of intentional misconduct active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or a knowing violation of lawservices; or (iiiii) for any transaction for which such Indemnitee received a personal benefit in violation or breach the case of any provision of this Agreementcriminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7(a); provided, however, the termination of any criminal proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or any entry of an order of probation against an Indemnitee prior to judgment, creates a rebuttable presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.7(a) with respect to the subject matter of such proceeding7.6(a). Any indemnification pursuant to this Section 7.7 7.6 shall be made only out of the assets of the Partnership Partnership, and no neither the General Partner nor any Limited Partner shall have any personal liability thereforobligation to contribute to the capital of the Partnership, or otherwise provide funds, to enable the Partnership to fund its obligations under this Section 7.6.