Indemnification of Indemnified Persons. To the fullest extent permitted by applicable law, in the event that any Partner, or any of its direct or indirect partners, directors, managing directors, managers, officers, stockholders, employees, agents, affiliates or controlling persons (an “Indemnified Person”) becomes involved, in any capacity, in any threatened, pending or completed action, proceeding or investigation, in connection with any matter arising out of or relating to the Partnership’s business or affairs, the Partnership will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Partnership the amount of any such reimbursed expenses paid to such Indemnified Person if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Partnership in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Partnership also will defend, indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever, including reasonable attorney fees, (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Partnership’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Partnership shall, to the fullest extent permitted by law, contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Partnership on the one hand and such Indemnified Person on the other hand but also the relative fault of the Partnership and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Partner...
Indemnification of Indemnified Persons. To the fullest extent permitted by applicable law, the Company shall indemnify each Indemnified Person for any loss or damage incurred by it in connection with any matter arising out of, or in connection with, the Company, including the operations of the Company and the offering of Units, except for losses incurred by an Indemnified Person arising (a) solely from the Indemnified Person’s own Disabling Conduct or (b) from a dispute solely among any of the Indemnified Persons.
Indemnification of Indemnified Persons. The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder, (ii) each Initial Purchaser, (iii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder or any Initial Purchaser (any of the Persons referred to in this clause (iii) being hereinafter referred to as a “controlling person”), and (iv) the respective officers, directors, partners, employees, representatives and agents of any Holder, any Initial Purchaser or any controlling person (any Person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an “Indemnified Person”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Person), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with (x) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (y) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except with respect to clauses (x) or (y) insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with any information relating to any of the Holders furnished in writing to the Company by any of the Holders or any information relating to any Initial Purchaser furnished in writing to the Company through the Representative, in each case, expressly for use therein. This indemnity agreement shall be in addition t...
Indemnification of Indemnified Persons. The Partnership shall defend, indemnify, and save harmless each Indemnified Person for all loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) incurred by reason of any demands, claims, suits, actions, or proceedings arising out of (a) the Indemnified Person’s relationship to the Partnership or (b) such Indemnified Person’s capacity as the General Partner or an officer, except for such loss, liability, damage, cost, or expense as arises out of the theft, fraud, willful misconduct, or gross negligence by such Indemnified Person. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Partnership in advance of the final disposition of such action, suit or proceeding, and not less often than monthly upon receipt of an undertaking by and on behalf of the. Indemnified Person to repay such amount if it shall be ultimately determined that he or she is not entitled to be indemnified by the Partnership.
Indemnification of Indemnified Persons. (a) If, after Closing, an Indemnified Person is held liable by any of the Purchaser’s Related Parties or, in case of Section 15.1(a)(iii) by a third party, for any Indemnified Claim, unless such claim is a Permitted Claim, the Purchaser shall indemnify such Indemnified Person in respect of the Indemnified Claim, together with all reasonable out-of-pocket costs and expenses relating thereto including reasonable legal fees, expenses and disbursements and Taxes arising out of or in connection therewith (the “Seller’s Indemnification Claims”).
Indemnification of Indemnified Persons. (a) The Owner shall defend, indemnify and hold the Indemnified Persons harmless from any loss, damages, costs, expense (including reasonable counsel fees) or liability of any nature due to any and all suits, actions, legal or administrative proceedings, demands or claims arising or resulting from the following:
Indemnification of Indemnified Persons. (a) The Developer shall be considered an independent contractor and not an agent or employee of either the CBRA or the City. Nor shall an agent or employees of the Developer be considered an agent or employees of the CBRA or the City. The Developer shall remain responsible for any claims arising out its own acts or omissions during the performance of this Agreement, as provided by law. Additionally, the Developer, the City, and the CBRA shall not be considered engaged in a joint venture or partnership.
Indemnification of Indemnified Persons. To the fullest extent permitted by law, the Distribution Trust, to the extent of and solely out of the Trust Assets, but not any Trust Beneficiary, shall indemnify, defend and hold harmless any Person who was, or is, a party, or is threatened to be made a party, to any pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was: (i) the Trustee; (ii) an employee of the Distribution Trust; (iii) Trust Professional or
Indemnification of Indemnified Persons. (a) The Partnership, out of its own assets and not out of the assets of any Limited Partner, shall indemnify and hold harmless each of the Limited Partners and the shareholders, constituent partners (direct or indirect), officers, directors, employees, agents and Affiliates of such Limited Partners (and of such Affiliates) and the legal representatives of each of the foregoing (collectively, the "Indemnified Persons"), from and against any loss, expense, judgment, settlement cost, fee and related expenses (including attorneys' fees and expenses), costs or damages arising out of or in connection with any act taken or omitted to be taken in respect of the affairs of the Partnership (including any such act or failure which is negligent), unless such act or omission resulted from or was attributable to such Indemnified Person's willful misconduct, bad faith, gross negligence, violation of law or violation of any provision of this Agreement. The termination of any action, suit or proceeding by settlement shall not, of itself, create a presumption that an Indemnified Person did not act in good faith or was guilty of willful misconduct, bad faith, gross negligence, a violation of law or a violation of any provision of this Agreement. The Partnership shall advance to any Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any action or proceeding which arises out of conduct which is the subject of the indemnification
Indemnification of Indemnified Persons. The Company and its successors and assigns shall indemnify each Indemnified Person from and against any losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative ("Claims"), in which the Indemnified Person was involved or may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business of the Company, to the fullest extent permitted by law if such Indemnified Person acted in good faith, unless such Claims arose out of an act or omission of such Indemnified Person which was performed or omitted fraudulently or constituted fraud, willful misconduct or gross negligence. The indemnification shall continue as to a Person who/that has ceased to be a Member or Manager or otherwise hold a position coming within the above definition of Indemnified Person, and shall inure to the benefit of the heirs, successors and/or personal representatives of such Person.
