Indemnification by the Partners. Each Partner shall indemnify and hold harmless the Partnership, the other Partners and their respective Management Committee representatives and alternates and the officers of the Partnership (each individually, a “Partner Indemnitee”) for any and all Liabilities that result solely from the actual fraud or willful misconduct of such Partner, its Management Committee representatives and alternates or any officer of the Partnership employed by such Partner or its Affiliates.
Indemnification by the Partners. (a) The Partners agree, subject to the other terms and conditions of this Agreement, and the other Transaction Documents, to severally (pro rata in accordance with their Interests), but not jointly, indemnify the Buyer and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "Buyer Indemnified Party") against and hold them harmless from all Losses arising out of (i) the breach of, or inaccuracy in, any representation or warranty of the Company, TWC, TWC II or the Partners contained in this Agreement, in any other Transaction Document, or in any certificate, instrument or other document or agreement delivered by or on behalf of the Company or the Partners to the Buyer pursuant to Section 6.3 of this Agreement, (ii) any breach of or failure to perform any covenant or agreement of the Company or the Partners contained herein, in any other Transaction Document or in any such certificate, instrument, document or agreement and (iii) any indemnity obligations of any Acquired Company or Affiliated Property Owner contained in any Company Consent. Notwithstanding anything to the contrary contained in this Article VII, but subject to the last sentence of this Section 7.2, no claim may be asserted nor any action commenced against the Partners for breach of any representation, warranty or covenant by the Company or the Partners contained herein or in any other Transaction Document, unless written notice of such claim or action (a "Claim Notice") is received by the Indemnification Representative on or prior to the date on which the representation, warranty or covenant on which such claim or action is based ceases to survive in accordance with Section 7.1 (the "Indemnification Cut-Off Date"), and such claim or action arose on or prior to the Indemnification Cut-Off Date, in which case such representation, warranty or covenant, and the Buyer Indemnified Party's right to indemnification hereunder will survive as to such claim until such claim has been finally resolved in accordance with the terms of this Article VII. Such Claim Notice shall contain (A) a description and the amount (the "Claimed Amount") of any Losses incurred or reasonably expected to be incurred by the Buyer Indemnified Party, (B) a statement that the Buyer Indemnified Party is entitled to indemnification under this Article VII for such Losses and a reasonable explanation of the basis therefor and (C) a demand for payment in the amount of such Losses. The Buyer Indemnifie...
Indemnification by the Partners. Each Partner (each, an “Indemnitor”) shall indemnify and hold harmless the Partnership, the other Partners, and their respective Representatives and alternate Representatives and the officers and other agents of the Partnership (each individually, a “Partner Indemnitee”) for any and all Indemnified Losses with respect to which the Indemnitor would not be entitled to indemnification as a Partnership Indemnitee.
Indemnification by the Partners. The Partners agree subsequent to the Closing to indemnify and hold Buyer and its subsidiaries and Affiliates and persons serving as officers, directors, members, partners, stockholders, or employees thereof or, to the extent the Loss claimed is suffered by the LLC, the LLC (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against any damages, liabilities, losses (including, without limitation, diminution in value), taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees and expenses of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing), and if the indemnified party is the LLC or is claiming damage or harm through its interest in the LLC, net of any insurance proceeds actually received by the LLC on account of insurance policies the premiums on which were paid by the Company prior to the Conversion or by the LLC out of Operating Cash Flow (as defined in the LLC Agreement), less the aggregate premiums paid by the LLC for such insurance (collectively, "Losses") which may be sustained or suffered by any of them arising out of, based upon any of the following matters:
Indemnification by the Partners. Each Partner hereby agrees to indemnify the Partnership and each of its other Partners and their respective officers, directors and advisors (including, in the case of any CBREI Investor, CBREI), and hold them each harmless from and against all liability, loss, cost, damage and expense (including attorneys’ fees and costs incurred in the investigation, defense and settlement of the matter) which the Partnership or any of such other Partners or the indemnified parties shall ever sustain, suffer or incur which relate or arise out of or in connection with a breach by the indemnifying Partner of any representation, warranty or covenant made by the indemnifying Partner in this Agreement. If the Partnership is made a party to any litigation or otherwise incurs any loss or expense as a result of or in connection with any Partner’s personal obligations or liabilities unrelated to Partnership business, such Partner shall indemnify and reimburse the Partnership for all such loss and expense incurred, including reasonable attorneys’ fees. The liability of any Partner pursuant to this Section 8.4 shall be enforceable against the Interest of such Partner, including the Partner’s Distributions, but shall not be enforceable against any Partner personally.
Indemnification by the Partners. From and after the Closing, ------------------------------- the Partners shall indemnify, defend and hold harmless Buyer and its respective Affiliates, members, partners, employees, representatives and agents, and their respective successors and assigns (collectively, the "Indemnified Buyer Persons") from and against any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements, awards, penalties, costs or expenses, including, without limitation, reasonable attorneys' fees and expenses ("Losses") incurred or suffered by any Indemnified Buyer Person that results from, relates to or arises out of (a) claims (excluding, however, claims that are actually known to Buyer prior to the Close of Escrow) made by any Tenant or Anchor under the Leases, any Party to the REA under the REA, or by any Party under those Service Contracts assigned to Buyer, that relate to any actions or events first occurring, or obligations first accruing, prior to the Closing Date, (b) any event, occurrence or accident at any time prior to the Closing Date relating to the Property or the Partnership excluding events, occurrences or accidents not covered by insurance and actually known to Buyer, or (c) the Pending Claims as are more particularly described on Exhibit "X" attached hereto. This Section 13.15 shall survive the Close of Escrow. Claims against the Partnership or the Property arising from CAM charges, Rentals, any construction contract or service agreement or operations expenses shall be borne by the Partners regardless of any knowledge of Buyer.
Indemnification by the Partners. Each Partner shall indemnify and hold harmless the Partnership, the other Partners (including, if applicable, in their capacity as Operator) and their respective Representatives and alternate Representatives and the officers and other agents of the Partnership (each individually, a “Partner Indemnitee”) for any and all Indemnified Losses actually and reasonably incurred by such Partner Indemnitee solely as a result of the actual fraud or willful misconduct of such Partner, its Representatives and alternate Representatives or any officer or other agent of the Partnership employed by such Partner or its Affiliates. Notwithstanding any other provision of this Agreement, no Partner and no Representative or alternate Representative of a Partner and no officer or other agent of the Partnership shall be liable to any other Partner or the Partnership with respect to any act performed or neglected to be performed in a manner which such Person reasonably believed to be necessary or appropriate in connection with the ordinary and proper conduct of the Partnership’s business or the preservation of its business and property, and consistent with the provisions of this Agreement. Notwithstanding anything herein to the contrary, the holder of the Interest held, as of the Effective Time, by the Wxxxxxxx Partner shall indemnify and hold harmless the Partnership from, or with respect to, any Indemnified Losses with respect to the Parachute Lateral.
Indemnification by the Partners. Subject to the provisions of Sections 11 and 13.3, the Partners, jointly and severally (but severally with respect to their individual representations and warranties set forth in paragraphs 3.24, 3.25, 3.26, 3.27, 3.28 and 3.29), hereby agree to indemnify, defend, protect and hold harmless Buyers against all damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) resulting from any and all breaches of any warranty or representation made by them in this Agreement or any schedule or agreement delivered pursuant to this Agreement. Such indemnification shall be solely the responsibility of the Partners, and they shall not have any right to recover any portion of their liability from the Company, whether by right of indemnification, contribution or otherwise.
Indemnification by the Partners. The Partners hereby jointly and severally agree to indemnify and hold harmless the Partnership and the Transferee from any claims, expenses, judgments and/or amounts paid in settlement, reasonably incurred by them, arising out of any claim (other than malpractice claims) against any of them relating to the operation of the business of the Partnership at its former location in Malden, Massachusetts.
Indemnification by the Partners. (a) Subject to Section 9.1(a), the Partners, jointly and severally, shall hold harmless and indemnify each of the Buyers, the Partnership and their Affiliates and their respective directors, officers, employees, agents, partners, Representatives and any successors and assigns of the foregoing Persons (collectively, the "BUYER INDEMNITEES") from and against, and shall compensate and reimburse each of the Buyer Indemnitees for, any Damages that are suffered or incurred by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with:
