Indemnification by the General Partner. The General Partner shall indemnify and hold harmless the Partnership (or, without duplication, the Limited Partners, the Special Limited Partner and the Investment Entities) and each of their respective officers, directors, employees, representatives, agents, Controlling Persons and Affiliates (individually, in each case, an “LP Indemnitee”) and the Representatives (and the equivalent members of the boards of the Investment Entities) (each an “EC Indemnitee” and, collectively with the LP Indemnitees and the GP Indemnitees, the “Indemnitees”) to the fullest extent permitted by law from and against any and all Losses to the extent caused by the Willful Bad Acts or gross negligence by the General Partner or any GP Indemnitee.
Indemnification by the General Partner. To the fullest extent permitted by law, the General Partner agrees to indemnify and defend the Trustee, the Registrar and any Paying Agent and their directors, officers, employees and agents against, and hold each of them harmless from, any liability, costs and expenses (including reasonable attorneys' fees) that may arise out of or in connection with its acting as the Trustee or the Registrar or Paying Agent, respectively, under this Trust Agreement and the Receipts, except for any liability arising out of negligence, bad faith or willful misconduct on the part of any such Person or Persons.
Indemnification by the General Partner. (a) The General Partner hereby agrees to indemnify and hold harmless each Holder and each person or entity, if any, which controls a Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and their respective officers, directors, shareholders, members, partners, agents and employees (each such person being sometimes hereinafter referred to as an "Indemnified Holder"), from and against any and all losses, claims, damages, costs and expenses (including reasonable attorneys' fees) to which such Holder or each such person may become subject under the Securities Act or otherwise that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or by reason of any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse each Indemnified Holder for any legal or other expenses reasonably incurred by such Indemnified Holder in connection with investigating, preparing or defending against any such loss, claim or damages as such expenses are incurred; provided, however, that the indemnity provided pursuant to this Section 3.01 shall not apply to any Holder with respect to any such losses, claims, damages, costs and expenses (including reasonable attorneys' fees) that arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon information furnished in writing to the General Partner by such Holder expressly for use therein. This indemnity will be in addition to any liability which the General Partner may otherwise have. In addition, upon request of a Holder, the General Partner shall enter into one or more indemnification agreements with any broker or brokers engaged by such Holder (provided that the General Partner shall not be required to enter into such agreements with more than five brokers) to sell all or any portion of the Registrable Securities, each such agreement to indemnify the broker in question against the same losses, claims, damages, costs and expenses as such Holder is indemnified against by the General Partner under this Section 3.01.
Indemnification by the General Partner. The General Partner agrees to indemnify and hold harmless the Advisor and each of its Affiliates against any loss, claim, damage, charge, or liability to which the Advisor or its Affiliates may become subject, insofar as such loss, claim, damage, charge or liability (or actions in respect thereof) arises out of or is based upon: (i) any misrepresentation or breach of any warranty, covenant or agreement of the Partnership or the General Partner contained in this Agreement; (ii) any untrue statement of any material fact contained in the Prospectus, or arises out of or is based upon the omission to state in the Prospectus, a material fact required to be stated therein or necessary to make the statements therein not misleading (excluding in each case under this clause (ii) any untrue statement or omission made in reliance upon and in conformity with information regarding the Advisor that was furnished and approved by the Advisor for inclusion in the Prospectus), including liabilities under the 1933 Act and the CEA; (iii) the management of the Account by the Advisor or the fact that the Advisor acted as a commodity trading advisor of the Partnership if the Advisor acted in good faith and in a manner which it reasonably believed to be in, or not opposed to, the best interests of the Partnership and provided that the Advisor's conduct does not constitute gross negligence or willful misconduct; (iv) any acts or omissions of the Partnership, the General Partner or any commodity trading advisor to the Partnership; or (v) any act or omission with respect to the Partnership of any other commodity trading advisor of the Partnership.
Indemnification by the General Partner. Notwithstanding the foregoing, to the fullest extent permitted by applicable Law, the General Partner shall and does hereby agree to indemnify and hold harmless and pay all judgments and claims against the Partnership, any of its Subsidiaries and the Indemnified Parties, each of which shall be a third party beneficiary of this Agreement solely for purposes of this Article 7, from and against any Loss incurred by them as a result of any act or omission of the General Partner that constitutes a Bad Act.
Indemnification by the General Partner. The General Partner shall indemnify and hold harmless each Limited Partner from and against all costs incurred and damages suffered by such Limited Partner as a result of a loss of limited liability, other than a loss of limited liability caused by any act or omission of such Limited Partner. The General Partner shall indemnify and hold harmless the Partnership from and against all costs incurred and damages suffered by the Partnership as a result of negligence or misconduct by the General Partner or as the result of any act or omission by the General Partner not believed by it in good faith to be within the scope of the authority conferred on it by this Agreement.
Indemnification by the General Partner. The General Partner agrees to indemnify each of DDRC, PIC, PREI and the PREI Investors against, and agrees to hold harmless each of DDRC, PIC, PREI and the PREI Investors from, any and all Losses incurred or suffered by any of DDRC, PIC, PREI or any PREI Investor relating to or arising out of or in connection with any of the following:
(a) any breach of or any inaccuracy in any representation or warranty made by the General Partner in this Agreement; PROVIDED that notice of their claim shall have been given to the General Partner not later than the close of business on the third anniversary of the Closing Date; and
(b) any breach of or failure by the General Partner to perform any covenant or obligation of the General Partner set out or contemplated in this Agreement; PROVIDED that a notice of their claim shall have been given to the General Partner prior to the expiration of the statute of limitations with respect to claims of the nature of the claim being asserted by any of DDRC, PIC, PREI or any PREI Investor.
Indemnification by the General Partner. (a) The General Partner (the "Indemnifying Party") shall indemnify and hold harmless Buyer, Merger Sub, the Surviving Partnership, the general partners of Merger Sub and the Surviving Partnership and any of their assignees and all of their respective officers, directors, employees and representatives and all of their respective heirs, legal representatives and successors (each, an "Indemnified Party," collectively, the "Indemnified Parties") from and against any and all Losses (as defined below) which any of the Indemnified Parties may sustain. "Losses" means all damages, liabilities, losses, costs and expenses, including all reasonable attorneys' fees and expenses, resulting from complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations or injunctions asserted against or imposed upon any Indemnified Party arising out of any claims, disputes, proceedings, litigation or similar actions by a Limited Partner against the Partnership or the General Partner with respect to any matter or event occurring prior to the Closing Date other than any claims, disputes, proceedings, litigation or similar actions by a Limited Partner with respect to the transactions contemplated by this Agreement.
Indemnification by the General Partner. Without limiting any other rights which the Limited Partner may have hereunder or under Applicable Law, the General Partner hereby agrees to indemnify the Limited Partner and its respective trustees, officers, agents and assigns (collectively, the “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of an Additional General Partner (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties arising out of or as a result of (a) the liability of the Limited Partner not being limited in the manner provided in section 2.13 (unless the liability of the Limited Partner is not so limited as a result of any act or omission of the Limited Partner) or (b) a breach or violation of this Agreement by the General Partner, excluding, however, damages, losses, claims, liabilities, costs and expenses resulting from gross negligence or wilful misconduct on the part of the Limited Partner. The obligations of the General Partner under this section 9.1 shall survive any termination of this Agreement. Without limiting the generality of the foregoing, the General Partner shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from:
Indemnification by the General Partner. The General Partner shall, to the fullest extent permitted by applicable law, indemnify, defend, and hold harmless the Partnership, its Partners, affiliates, employees, officers, and directors from and against any and all claims, demands, causes of action, fines, penalties, costs and expenses (including attorneys’ fees), losses, or damages of any kind or character, including the cost of defense thereof and all costs of investigation in connection therewith, but excluding lost profits, suffered by any of the foregoing arising out of a Removal Event or a breach of fiduciary duty or material violation of
