Indemnification of General Partners. The Managing General Partner need not secure the performance of its duties by bond or otherwise. A General Partner is not liable, responsible, or accountable in damages or otherwise to any Partner or to the Partnership for any act taken or omission made in good faith on behalf of the Partnership and in a manner that such General Partner reasonably believes to be within the scope of the authority granted to it by this Agreement and in the best interest of the Partnership, except for gross negligence or willful misconduct. Any loss, expense (including attorneys' fees) or damage incurred by a General Partner by reason of any act or omission by it in good faith on behalf of the Partnership and in a manner that it reasonably believes to be within the scope of the authority granted to it by this Agreement and in the best interest of the Partnership (but not, in any event, any loss, expense or damage incurred by a General Partner by reason of gross negligence or willful misconduct) shall be paid to the indemnified General Partner from the Partnership's assets, to the extent available.
Indemnification of General Partners. (A) The General Partners and the directors, officers and employees of a General Partner (individually, an “Indemnitee”), shall each, to the extent permitted by law, be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint and several, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all threatened, pending or completed claims, costs, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be a party, or threatened to be made a party by reason of its status as a General Partner or a director, officer or employee of a General Partner or its management of the affairs of the Partnership, or which relate to the Partnership, its property, business or affairs, whether or not the Indemnitee continues to be a General Partner or a director, officer or employee of a General Partner at the time any such liability or expense is paid or incurred, if the Indemnitee acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership, and, with respect to any criminal proceeding, had no reasonable cause to believe and did not believe its conduct was unlawful, provided that the Indemnitee’s conduct does not constitute gross negligence or willful or wanton misconduct. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Partnership or a presumption that the Indemnitee had reasonable cause to believe that its conduct was unlawful. or that the Indemnitee’s conduct constituted gross negligence or willful or wanton misconduct.
(B) Expenses (including legal fees and expenses) incurred in defending any proceeding shall be paid by the Partnership in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that the Indemnitee is not entitled to be indemnified by the Partnership as authorized hereunder.
(C) The indemnification provided by this Section 3.7 shall be in addition to any other rights to which those ...
Indemnification of General Partners. The Managing General Partner need not secure the performance of its duties by bond or otherwise. A General Partner is not liable, responsible,
Indemnification of General Partners. (a) The Partnership, its receiver, or its trustee shall indemnify, save harmless, and pay all judgments and claims against any General Partner relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such General Partner in connection with the business of the Partnership, including attorneys’ fees incurred by such General Partner in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred.
(b) The Partnership shall indemnify, save harmless, and pay all expenses, costs, or liabilities of any General Partner who for the benefit of the Partnership makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who suffers any financial loss as the result of such action.
(c) Notwithstanding the provisions of Subsections 5.5(a) and 5.5(b) above, no General Partner shall be indemnified from any liability for fraud, bad faith, willful misconduct, or gross negligence.
Indemnification of General Partners. The Partnership shall ----------------------------------- indemnify the General Partners and each trustee, director, officer, employee and agent of the General Partners (collectively, the "Indemnified Parties"), to the fullest extent permitted by law, and save and hold such Indemnified Parties harmless from, and in respect of, (a) all Losses incurred in connection with or resulting from any claim, action, proceeding or demand against the Indemnified Parties or the Partnership that arise out of or in any way relate to the Partnership, its properties, business or affairs, and (b) any Losses resulting from such claims, actions, proceedings and demands, including amounts paid in settlement or compromise of any such claim, action, proceeding or demand; provided, however, that no Indemnified Party shall be entitled to indemnification hereunder if and to the extent any Losses arise as a result of such Indemnified Party's bad faith, willful misconduct, fraud, or gross negligence. The termination of any action, suit, or proceeding by judgment, order, settlement or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that an Indemnified Party acted with bad faith, willful misconduct, fraud or gross negligence.
Indemnification of General Partners. The General Partners or any officers or directors of the General Partners (collectively, "Indemnitees") shall have no liability to any Partner or the Partnership for, and the Partnership agrees to indemnify each Indemnitee to the fullest extent permitted by law from and against, any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Partnership. However, each Indemnitee shall be liable, responsible, and accountable, and the Partnership shall not be liable to any Indemnitee, for any portion of such losses, judgments, liabilities and expenses that results from any Indemnitee's willful misconduct, or fraud, as finally determined by a court of competent jurisdiction. If any action, suit or proceeding shall be pending against the Partnership or an Indemnitee in connection with the Partnership, such Indemnitee shall have the right to employ separate counsel of its choice in such action, suit or proceeding. The reasonable fees and expenses of such separate counsel shall constitute expenses for the purposes of the indemnification provided by this Section 6.11. The satisfaction of the obligations of the Partnership under this Section 6.11 shall be from and limited to the assets of the Partnership, and no other Partner shall have any personal liability on account thereof. Each Indemnitee shall have the right to receive advances from the Partnership for all legal expenses and other costs incurred as a result of a legal action and for all amounts for which such Indemnitee believes in good faith that such Indemnitee is entitled to indemnification under this Section 6.11, but only if (i) the legal action relates to the performance of duties or services by such Indemnitee on behalf of the Partnership; and (ii) such Indemnitee undertakes to repay the advanced funds to the Partnership in the circumstances and the manner set out below. The Partnership shall make such advances (for which the Partnership is liable as determined above) within 30 days after a request for such advance is received. In the event that a determination is made that the Partnership is not so obligated in respect of any advance made by it, such Indemnitee will within 30 days of such determination repay the advanced funds to the Partnership with interest from the date of payment until the date of repayment of such amount and in the event that a determination is made 18 that the Partnership is so obligated in respect of a...
Indemnification of General Partners. The Partnership shall indemnify and hold harmless the General Partners, their stockholders, creditors, the officers, directors, trustees, agents and employees of the General Partners and the Affiliates of the General Partners, and their respective officers, directors, trustees, agents and employees (herein the "Indemnified Party"), from and against any loss, expense, damage or injury (other than Income Taxes (as hereinafter defined)) suffered or sustained by them by reason of any acts, omissions or alleged acts or omissions arising out of or in connection with the Partnership or this Agreement without regard to the date or dates on which such acts or omissions occurred or are alleged to have occurred, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim and including any payments made by a General Partner to any Affiliate, any officer or director of the General Partner, or any of their respective officers, agents or employees pursuant to an indemnification agreement no broader than this Section 6.11, if the acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claims are based were for a purpose (a) within the scope of the authority conferred on the General Partner by this Agreement or by law and (b) in or not opposed to the best interests of the Partnership and were not performed or omitted fraudulently or in bad faith or did not constitute gross negligence or willful misconduct by such Indemnified Party, provided, however, that this Section 6.11 shall not be applicable to any action, claim or proceeding by, or dispute with, any Limited Partner or its Affiliates or among the General Partners (or their respective Affiliates). Any indemnification pursuant to this Section 6.11 shall only be from the assets of the Partnership. The term "Income Taxes" means any federal, state, local or foreign tax (including any interest, penalties or additions thereto) (i) based upon, measured by, or calculated with respect to, net income or profits or (ii) based upon, measured by, or calculated with respect to multiple bases (including, but not limited to, corporate franchise or occupation taxes) if one or more of the bases on which such tax may be based, measured by, or calculated with respect to is described in (i) above.
Indemnification of General Partners. 5.5.1 None of the General Partners or members of the Management Committee shall be liable, responsible, or accountable, in damages or otherwise, to any other Partner or to the Partnership for any act performed by such General Partner or member of the Management Committee with respect to Partnership matters, and within the standard of care specified in Section 5.2.4.3 unless such act constitutes grossly negligent or reckless conduct, intentional misconduct, a knowing violation of law, or the breach of any representation or warranty or covenant contained in this Agreement. Each General Partner shall, to the maximum extent permitted by law, indemnify and hold harmless the Partnership, the other Partners and their Affiliates from or against any direct or indirect liability, damage, loss, cost or expense (including without limitation reasonable attorneys' fees and disbursements) suffered or incurred by the indemnified Person arising out of or related to the breach of any representation or warranty or coven ant contained in this Agreement.
5.5.2 The Partnership shall indemnify each General Partner and each member of the Management Committee for any act performed by the General Partner or a member of the Management Committee with respect to Partnership matters, and within the standard of care specified in Section 5.2.4.3 unless such act constitutes grossly negligent or reckless conduct, intentional misconduct, the knowing violation of law or the breach of any representation or warranty or covenant contained in this Agreement.
5.5.3 Nothing contained in this Section 5.5 shall be deemed to supersede the indemnification provisions contained in any agreement between the Partnership and a Partner or an Affiliate of a Partner, and any such indemnification provisions shall exclusively govern any such agreement. The agreements contained in this Section 5.5 shall survive the withdrawal of any Partner or any termination or dissolution of the Partnership.
Indemnification of General Partners a. The Partnership, the Partnership's receiver or the Partnership's trustee (in the case of the Partnership's receiver or trustee, to the extent of Property) shall indemnify, save harmless and pay all judgments and claims against the General Partners or any officers or directors of the General Partners relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the General Partners, officer or director in connection with the business of the Partnership, including attorneys' fees incurred by the General Partners, officer or director in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred.
b. In the event of any action by any Partner against any General Partner, including a Partnership derivative suit, the Partnership shall indemnify, save harmless and pay all expenses of such General Partner, including attorneys' fees, incurred in the defense of such action, if such General Partner is successful in such action.
c. No General Partner shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Indemnification of General Partners. The partnership shall indemnify each General Partner against expenses, including reasonable attorneys' fees, actually and reasonably incurred by the General Partner in connection with any claim relating to the General Partner's acting or failing to act in such capacity if the General Partner acted in good faith and in a manner the General Partner reasonably believed to be in or not opposed to the best interests of the partnership, except that no indemnification shall be made in respect of any claim as to which the General Partner shall have been adjudged to be liable for fraudulent conduct or willful or wanton misconduct in the performance of the General Partner's duty to the partnership.