Common use of Indemnification by the Partnership Clause in Contracts

Indemnification by the Partnership. Subject to Section 9.3, from and after the Closing, the Partnership will indemnify, defend and hold harmless Fund E, Fund E’s Affiliates, including the Sponsor, and their respective directors, members, officers, employees and representatives (the “Fund E Indemnitees”), from and against any Losses actually suffered or incurred by any of them resulting from, related to, or arising out of: (a) the breach of any representation, warranty or covenant of the Partnership contained in this Agreement, including any Exhibit to this Agreement, or in any document, instrument, agreement or certificate delivered under this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “material adverse effect” or similar qualifiers set forth in such representation, warranty or covenant for purposes of determining whether there is a breach and the Loss resulting from, related to, or arising out of such breach; (b) any claim for Taxes relating to LD 11 or any Asset for any period from and after the Closing Date or for which the Partnership has otherwise received a proration credit or adjustment hereunder for any period prior to the Closing Date; or (c) any liabilities or obligations of LD 11 or with respect to the Assets arising after the Closing Date, except for those contemplated by Section 9.1(c), Section 9.1(d) or Section 9.1(e).

Indemnification by the Partnership. Subject to Section 9.3, from and after the Closing, the Partnership will indemnify, defend and hold harmless Fund EC, Fund EC’s Affiliates, including the Sponsor, and their respective directors, members, officers, employees and representatives (the “Fund E C Indemnitees”), from and against any Losses actually suffered or incurred by any of them resulting from, related to, or arising out of: (a) the breach of any representation, warranty or covenant of the Partnership contained in this Agreement, including any Exhibit to this Agreement, or in any document, instrument, agreement or certificate delivered under this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “material adverse effect” or similar qualifiers set forth in such representation, warranty or covenant for purposes of determining whether there is a breach and the Loss resulting from, related to, or arising out of such breach; (b) any claim for Taxes relating to LD 11 8 or any Asset for any period from and after the Closing Date or for which the Partnership has otherwise received a proration credit or adjustment hereunder for any period prior to the Closing Date; or (c) any liabilities or obligations of LD 11 8 or with respect to the Assets arising after the Closing Date, except for those contemplated by Section 9.1(c), Section 9.1(d) or Section 9.1(e).

Indemnification by the Partnership. Subject to Section 9.3, from and after the Closing, the Partnership will indemnify, defend and hold harmless Fund EF, Fund EF’s Affiliates, including the Sponsor, and their respective directors, members, officers, employees and representatives (the “Fund E F Indemnitees”), from and against any Losses actually suffered or incurred by any of them resulting from, related to, or arising out of: (a) the breach of any representation, warranty or covenant of the Partnership contained in this Agreement, including any Exhibit to this Agreement, or in any document, instrument, agreement or certificate delivered under this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “material adverse effect” or similar qualifiers set forth in such representation, warranty or covenant for purposes of determining whether there is a breach and the Loss resulting from, related to, or arising out of such breach; (b) any claim for Taxes relating to LD 11 10 or any Asset for any period from and after the Closing Date or for which the Partnership has otherwise received a proration credit or adjustment hereunder for any period prior to the Closing Date; or (c) any liabilities or obligations of LD 11 10 or with respect to the Assets arising after the Closing Date, except for those contemplated by Section 9.1(c), Section 9.1(d) or Section 9.1(e).

Indemnification by the Partnership. Subject to Section 9.3, from and after the Closing, the Partnership will indemnify, defend and hold harmless Fund EG, Fund EG’s Affiliates, including the Sponsor, and their respective directors, members, officers, employees and representatives (the “Fund E G Indemnitees”), from and against any Losses actually suffered or incurred by any of them resulting from, related to, or arising out of: (a) the breach of any representation, warranty or covenant of the Partnership contained in this Agreement, including any Exhibit to this Agreement, or in any document, instrument, agreement or certificate delivered under this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “material adverse effect” or similar qualifiers set forth in such representation, warranty or covenant for purposes of determining whether there is a breach and the Loss resulting from, related to, or arising out of such breach; (b) any claim for Taxes relating to LD 11 12 or any Asset for any period from and after the Closing Date or for which the Partnership has otherwise received a proration credit or adjustment hereunder for any period prior to the Closing Date; (c) the Assumed Liabilities; or (cd) any liabilities or obligations of LD 11 12 or with respect to the Assets arising after the Closing Date, except for those contemplated by Section 9.1(c), Section 9.1(d) or Section 9.1(e).

Indemnification by the Partnership. Subject to Section 9.3, from and after the Closing, the Partnership will indemnify, defend and hold harmless Fund ELD 13, Fund ELD 13’s Affiliates, including the Sponsor, and their respective directors, members, officers, employees and representatives (the “Fund E LD 13 Indemnitees”), from and against any Losses actually suffered or incurred by any of them resulting from, related to, or arising out of: (a) the breach of any representation, warranty or covenant of the Partnership contained in this Agreement, including any Exhibit to this Agreement, or in any document, instrument, agreement or certificate delivered under this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “material adverse effect” or similar qualifiers set forth in such representation, warranty or covenant for purposes of determining whether there is a breach and the Loss resulting from, related to, or arising out of such breach; (b) any claim for Property Taxes relating to LD 11 or any Asset for any period from and after the Closing Date or for which the Partnership has otherwise received a proration credit or adjustment hereunder for any period prior to the Closing DateDate and which credit or adjustment exceeds LD 13’s allocable share of such Property Taxes; or (c) any liabilities or obligations of LD 11 13 or with respect to the Assets arising after the Closing Date, except for those contemplated by Section 9.1(c), Section 9.1(d) or Section 9.1(e).