Common use of Indemnification by the General Partner Clause in Contracts

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. (a) The General Partner will, and hereby agrees to does indemnify and hold harmless harmless, with respect to any registration statement filed by it, to the full extent permitted by law, each Holder which is a seller of Qualified Registrable Securities covered by such registration statement, its officers, directors, employees, agents and general or limited partners (and the directors, officers, employees and agents thereof) and each person other person, partnership, trust, corporation, joint venture, unincorporated organization or entitygovernment or any department or agency thereof (each, a "Person") if any, which who controls a such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of (collectively, 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 HolderHolder Indemnitees"), from and ) against any and all losses, claims, damages, costs liabilities and expenses expenses, joint or several, (including reasonable attorneys' feesfees of counsel and any amounts paid in settlement effected with the General Partner's consent, which consent shall not be unreasonably withheld) to which any such Holder or each such person Indemnitee may become subject under the Securities Act Act, at common law or otherwise that arise out of otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof), are based upon caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement any registration statement in which such Qualified Registrable Securities were included as contemplated hereby 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 thereintherein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the General Partner shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein in the light of the circumstances under which they were made, made not misleading, or (iii) any violation by the General Partner of any federal, state or common law rule or regulation applicable to the General Partner and shall reimburse each Indemnified Holder for any legal relating to action of or other expenses reasonably incurred inaction by such Indemnified Holder the General Partner in connection with investigating, preparing any such registration; and in each such case the General Partner will reimburse each such Holder Indemnitee for any reasonable legal or any other expenses incurred by any of them in connection with investigating or defending against any such loss, claim claim, damage, liability, expense, action or damages as such expenses are incurredproceeding; 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 liable 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 Indemnitee in any such case to the extent that any such loss, claim, damage, liability or expense (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is indemnified against by based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment thereof or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the General Partner under by or on behalf of any such Holder Indemnitee relating to such Holder Indemnitee for use in the preparation thereof; and provided further that the General Partner shall not be liable to any such Holder Indemnitee with respect to any preliminary prospectus to the extent that any such loss, claim, damage, liability or expense of such Holder Indemnitee results from the fact that such Holder Indemnitee sold Qualified Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the General Partner has previously furnished copies thereof to such Holder Indemnitee in compliance with Section 6 of this Section 3.01.Addendum and the loss, claim, damage,

Indemnification by the General Partner. (a) The General Partner will, and hereby agrees to does indemnify and hold harmless harmless, with respect to any registration statement filed by it, to the full extent permitted by law, each Holder which is a seller of Qualified Registrable Securities covered by such registration statement, its officers, directors, employees, agents and general or limited partners (and the directors, officers, employees and agents thereof) and each person other person, partnership, trust, corporation, joint venture, unincorporated organization or entitygovernment or any department or agency thereof (each, a "Person") if any, which who controls a such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of (collectively, 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 HolderHolder Indemnitees"), from and ) against any and all losses, claims, damages, costs liabilities and expenses expenses, joint or several, (including reasonable attorneys' feesfees of counsel and any amounts paid in settlement effected with the General Partner's consent, which consent shall not be unreasonably withheld) to which any such Holder or each such person Indemnitee may become subject under the Securities Act Act, at common law or otherwise that arise out of otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof), are based upon caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement any registration statement in which such Qualified Registrable Securities were included as contemplated hereby or the Prospectusomission or alleged omission to state therein a 6 material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the General Partner shall have filed with the Commission any amendment thereof or supplement thereto), or by reason of any the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or (iii) any violation by the General Partner of any federal, state or common law rule or regulation applicable to the General Partner and shall reimburse each Indemnified Holder for any legal relating to action of or other expenses reasonably incurred inaction by such Indemnified Holder the General Partner in connection with investigating, preparing any such registration; and in each such case the General Partner will reimburse each such Holder Indemnitee for any reasonable legal or any other expenses incurred by any of them in connection with investigating or defending against any such loss, claim claim, damage, liability, expense, action or damages as such expenses are incurredproceeding; 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 liable 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 Indemnitee in any such case to the extent that any such loss, claim, damage, liability or expense (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is indemnified against by based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment thereof or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the General Partner under by or on behalf of any such Holder Indemnitee relating to such Holder Indemnitee for use in the preparation thereof; and provided further that the General Partner shall not be liable to any such Holder Indemnitee with respect to any preliminary prospectus to the extent that any such loss, claim, damage, liability or expense of such Holder Indemnitee results from the fact that such Holder Indemnitee sold Qualified Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the General Partner has previously furnished copies thereof to such Holder Indemnitee in compliance with Section 6 of this Section 3.01Addendum and the loss, claim, damage, liability or expense of such Holder Indemnitee results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented). Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder Indemnitee and shall survive the transfer of such securities by such Holder.