Common use of Indemnification of General Partner Clause in Contracts

Indemnification of General Partner. (a) The Partnership shall indemnify, defend, and hold harmless the General Partner from and against any loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of any demands, claims, suits, actions, or proceedings against the General Partner, by reason of any act or omission performed by it (including its employees and agents) while acting in good faith on behalf of the Partnership and within the scope of the authority of the General Partner pursuant to this Agreement, and any amount expended in any settlement of any such claim of liability, loss, or damage; provided, however, that: (i) the General Partner must have in good faith believed that such action was in the best interests of the Partnership and in accordance with applicable law, and such course of action or inaction must not have constituted gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant or agreement set forth in this Agreement, or breach of its fiduciary duties; and (ii) any such indemnification shall be recoverable solely from the assets of the Partnership (other than any Partnership assets which would cause a recapture or disallowance of Credit under applicable law) and not from the assets of the Limited Partner, and no Partner shall be personally liable therefor. This indemnity shall be operative only in the context of third-party suits, and not in connection with demands, claims, suits, actions or proceedings initiated by any Partner or any Affiliate thereof against another Partner, nor in connection with any violation by the General Partner of its obligations hereunder.

Indemnification of General Partner. (a) The Partnership shall indemnify, defend, and hold harmless the General Partner from and against any loss, liability, damage, cost, or expense (including reasonable attorneys’ ' fees) arising out of or alleged to arise out of any demands, claims, suits, actions, or proceedings against the General Partner, by reason of any act or omission performed by it (including its employees and agents) while acting in good faith on behalf of the Partnership and in a manner reasonably believed by the General Partner to be within the scope of the authority of the General Partner pursuant to this AgreementAgreement and in the best interest of the Partnership, and any amount expended in any settlement of any such claim of liability, loss, or damage; provided, however, that: (i) the General Partner must have in good faith believed that such action was in the best interests of the Partnership and in accordance with applicable lawPartnership, and such course of action or inaction must not have constituted gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant or agreement set forth in this Agreement, or breach of its fiduciary dutiesduty; and (ii) any such indemnification shall be recoverable solely from the assets of the Partnership (other than any Partnership assets which would cause a recapture or disallowance of Credit under applicable law) and not from the assets of the Limited PartnerPartnership's reserve accounts, and no Partner shall be personally liable therefor. This indemnity shall be operative only in the context of third-party suits, and not in connection with demands, claims, suits, actions or proceedings initiated by any Partner or any Affiliate thereof against another Partner, nor in connection with any violation by the General Partner of its obligations hereunder.

Indemnification of General Partner. The General Partner, its officers, directors, shareholders, agents and representatives and anyone designated to wind up the affairs of the Partnership pursuant to Section 6.1 (athe "Liquidator") shall not be liable to the Partnership or the Limited Partners for any act or failure to act relating, in any way to the Partnership, its assets, business or affairs so long as such act or failure to act does not constitute such person's willful misconduct, bad faith or gross negligence or reckless disregard of the duties involved in the conduct of the Partnership or such Person's office. The General Partner, each of its officers, directors, shareholders, agents and representatives and the Liquidator shall be indemnified by the Partnership shall indemnifyto the fullest extent permitted by law for any and all losses, defendclaims, damages and hold harmless the General Partner from and against any loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) expenses arising out of or incurred in connection with any demandsclaim, claims, suits, actions, action or proceedings demand against the General Partner, by reason of any act or omission performed by it (including its employees and agents) while acting in good faith on behalf of the Partnership or any such indemnified person relating to the Partnership, its assets, business or affairs (including, without limitation, attorneys' fees and within the scope of the authority of the General Partner pursuant to this Agreement, expenses and any amount expended amounts paid in any settlement or compromise of any such claim of liabilityclaim, loss, action or damagedemand); provided, however, that: (i) that the General Partner must have in good faith believed foregoing indemnification shall not apply to the extent that a court of competent jurisdiction makes a final decision that such claim, action was or demand resulted directly from such indemnified person's willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the best interests conduct of the Partnership and in accordance with applicable law, and or such course of action person's office or inaction must not have constituted gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant or agreement set forth in this Agreement, or breach of its fiduciary duties; and (ii) any such indemnification shall be recoverable solely from the assets of the Partnership (other than any Partnership assets which would cause a recapture or disallowance of Credit under applicable law) and not from the assets of the Limited Partner, and no Partner shall be personally liable therefor. This indemnity shall be operative only in the context of third-party suits, and not in connection with demands, claims, suits, actions or proceedings initiated by any Partner or any Affiliate thereof against another Partner, nor in connection with any violation by the General Partner of its obligations hereunder.

Indemnification of General Partner. The General Partner, its officers, directors, shareholders, agents and representatives and anyone designated to wind up the affairs of the Partnership pursuant to Section 6.1 (athe “Liquidator”) shall not be liable to the Partnership or the Limited Partners for any act or failure to act relating, in any way to the Partnership, its assets, business or affairs so long as such act or failure to act does not constitute such person’s willful misconduct, bad faith or gross negligence or reckless disregard of the duties involved in the conduct of the Partnership or such Person’s office. The General Partner, each of its officers, directors, shareholders, agents and representatives and the Liquidator shall be indemnified by the Partnership shall indemnifyto the fullest extent permitted by law for any and all losses, defendclaims, damages and hold harmless the General Partner from and against any loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) expenses arising out of or incurred in connection with any demandsclaim, claims, suits, actions, action or proceedings demand against the General Partner, by reason of any act or omission performed by it (including its employees and agents) while acting in good faith on behalf of the Partnership or any such indemnified person relating to the Partnership, its assets, business or affairs (including, without limitation, attorneys’ fees and within the scope of the authority of the General Partner pursuant to this Agreement, expenses and any amount expended amounts paid in any settlement or compromise of any such claim of liabilityclaim, loss, action or damagedemand); provided, however, that: (i) that the General Partner must have in good faith believed foregoing indemnification shall not apply to the extent that a court of competent jurisdiction makes a final decision that such claim, action was or demand resulted directly from such indemnified person’s willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the best interests conduct of the Partnership and in accordance with applicable law, and or such course of action person’s office or inaction must not have constituted gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant or agreement set forth in this Agreement, or breach of its fiduciary duties; and (ii) any such indemnification shall be recoverable solely from the assets of the Partnership (other than any Partnership assets which would cause a recapture or disallowance of Credit under applicable law) and not from the assets of the Limited Partner, and no Partner shall be personally liable therefor. This indemnity shall be operative only in the context of third-party suits, and not in connection with demands, claims, suits, actions or proceedings initiated by any Partner or any Affiliate thereof against another Partner, nor in connection with any violation by the General Partner of its obligations hereunder.

Indemnification of General Partner. (a) The Partnership shall indemnifyTo the fullest extent permitted by law, defend, and hold harmless the General Partner shall be indemnified and held harmless by the Partnership from and against any lossand all losses, liabilityclaims damages, damageliabilities, costjoint or several, or expense expenses (including reasonable attorneys’ fees) including, without limitation, legal fees and expenses), judgments, fines, penalties, interest and other amounts arising out of from any demands, and all claims, suitsdemands, actions, suits or proceedings against proceedings, whether civil, criminal, administrative or investigative, in which the General PartnerPartner may be involved, or is threatened to be involved, as a party or otherwise, by reason of any act or omission performed by it (including its employees and agents) while acting status as a general partner of the Partnership, PROVIDED, that in each case the General Partner acted in good faith on behalf of the Partnership and within the scope of the authority of in a manner which the General Partner pursuant reasonably believed to this Agreement, and any amount expended in any settlement of any such claim of liability, loss, or damage; provided, however, that: (i) the General Partner must have in good faith believed that such action was be in the best interests of the Partnership and in accordance and, with applicable lawrespect to any criminal proceeding, and such course of action or inaction must not have constituted gross negligence, fraud, willful misconduct, malfeasance, material breach had no reasonable cause to believe its conduct was unlawful. The termination of any representationaction, warrantysuit or proceeding by judgment, covenant order, settlement, conviction or agreement set forth in this Agreementupon a plea of nolo contendere, or breach of its fiduciary duties; and (ii) any such indemnification equivalent shall be recoverable solely from the assets of the Partnership (other than any Partnership assets which would cause not create a recapture or disallowance of Credit under applicable law) and not from the assets of the Limited Partner, and no Partner shall be personally liable therefor. This indemnity shall be operative only in the context of third-party suits, and not in connection with demands, claims, suits, actions or proceedings initiated by any Partner or any Affiliate thereof against another Partner, nor in connection with any violation by presumption that the General Partner acted in a manner contrary to that specified above. To the fullest extent permitted by law, expenses (including, without limitation, legal fees and expenses) incurred by a General Partner in defending any claim, demand, action suit or proceeding shall, from time to time, be advanced by the Partnership prior to the final disposition of its obligations hereundersuch claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of such General Partner to repay such amount if it shall be determined that such General Partner is not entitled to be indemnified as authorized in this Section.