Indemnification for Breaches of Section 12(d) and Section 12(e) Sample Clauses

Indemnification for Breaches of Section 12(d) and Section 12(e). (i) In the event that the Partnership breaches its obligations to a Protected Partner (or an Indirect Owner thereof) set forth in Section 12(d) or Section 12(e), each such Protected Partner shall receive from the Partnership as damages an amount equal to the aggregate federal, state and local income taxes incurred by such Protected Partner (or Indirect Owner thereof) as a result of the gain recognized by such Protected Partner (or Indirect Owner thereof) by reason of such breach plus an additional amount so that, after the payment by such Protected Partner (or Indirect Owner thereof) of all taxes on amounts received pursuant to this Section 12(f), such Protected Partner (or Indirect Owner thereof) retains an amount equal to its total tax liability incurred as a result of such breach. The principles, tax rates and limitation on the amount of gain to be taken into account, which are set forth in Section 12(c)(i), shall also apply for purposes of determining the timing and amount of payment to be made to a Protected Partner pursuant to this Section 12(f). The Partnership shall be considered to have satisfied its obligations under Section 12(f), and therefore shall have no liability under this Section 12(f) for breach of such Section 12(e), if it offers a Protected Partner a Guarantee Opportunity in accordance with Section 12(e), and such Protected Partner fails to accept such Guarantee Opportunity. In no event shall the Partnership's liability under this Section 12(f) with respect to any Protected Partner for a breach of Section 12(e) exceed such Protected Partner's tax on gain recognized with respect to such Protected Partner's Aggregate Protected Amount Per Protected Partner plus any additional amounts payable so that such Protected Partner retains an amount equal to the tax on any gain recognized with respect to such Aggregate Protected Amount Per Protected Partner. (ii) Notwithstanding any provision of this Agreement to the contrary, the sole and exclusive rights and remedies of any Protected Partner (or Indirect Owner thereof) for a breach or violation of the covenants set forth in Section 12(d) and Section 12(e) shall be a claim for damages against the Partnership, computed as set forth in Section 12(f), and no Protected Partner (or Indirect Owner thereof) shall be entitled to pursue a claim for specific performance of the covenants set forth in Section 12(d) and Section 12(e).
Sample 1
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Related to Indemnification for Breaches of Section 12(d) and Section 12(e)

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