Common use of Indemnification of Indemnified Persons Clause in Contracts

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 Partnership under this Section 28 shall be in addition to any liability which the Partnership may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Partnership and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Partnership under this Section 28 shall be limited to the Partnership’s assets, and no Limited Partner shall have any personal liability on account thereof. Any amendment or repeal of this Section 28 shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. The foregoing provisions shall survive any termination of this Agreement.

Indemnification of Indemnified Persons. To the fullest extent permitted by applicable law, in the event that any PartnerMember, or any of its direct or indirect partners, directors, managing directors, managers, officers, stockholders, employees, agents, affiliates Affiliates or controlling persons persons, or any Officer of the Company (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 PartnershipCompany’s business or affairs, the Partnership Company 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 Company 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 Company 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 Company 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, whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the PartnershipCompany’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 Company 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 Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Partnership Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Partnership Company under this Section 28 17 shall be in addition to any liability which the Partnership Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Partnership Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Partnership Company under this Section 28 17 shall be limited to the PartnershipCompany’s assets, and no Limited Partner Member or Officer shall have any personal liability on account thereof. Any amendment or repeal of this Section 28 17 shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. The foregoing provisions shall survive any termination of this Agreement. Notwithstanding the foregoing, the Company shall have no obligation to indemnify any Indemnified Person unless and until the Loan is no longer outstanding or unless such indemnification is (i) approved in writing by Lender or (ii) the indemnification is made from funds to which the Company is entitled under the terms of the applicable Loan Document or from capital contributions funded by the Economic Member; it being agreed and understood that such indemnification obligation will not, to the fullest extent permitted by law, constitute a claim against the Company in the event that cash flow in excess of the amount required to make the necessary payments under the Loan Documents is insufficient to pay such indemnification obligation.

Indemnification of Indemnified Persons. To the fullest extent permitted by applicable law, in the event that any PartnerMember, or any of its direct or indirect partners, directors, managing directors, managers, officers, stockholders, employees, agents, affiliates Affiliates or controlling persons persons, or any Manager or Officer of the Company (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 PartnershipCompany’s business or affairs, the Partnership Company 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 Company 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 Company 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 Company 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, whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the PartnershipCompany’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 Company 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 Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Partnership Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Partnership Company under this Section 28 17 shall be in addition to any liability which the Partnership Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Partnership Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Partnership Company under this Section 28 17 shall be limited to the PartnershipCompany’s assets, and no Limited Partner Member, Manager or Officer shall have any personal liability on account thereof. Any amendment or repeal of this Section 28 17 shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. The foregoing provisions shall survive any termination of this Agreement. Notwithstanding the foregoing, the Company shall have no obligation to indemnify any Indemnified Person unless and until the Loan is no longer outstanding or unless such indemnification is (i) approved in writing by Lender or (ii) the indemnification is made from funds to which the Company is entitled under the terms of the applicable Loan Document or from capital contributions funded by the Economic Members; it being agreed and understood that such indemnification obligation will not, to the fullest extent permitted by law, constitute a claim against the Company in the event that cash flow in excess of the amount required to make the necessary payments under the Loan Documents is insufficient to pay such indemnification obligation.

Indemnification of Indemnified Persons. To (a) Any Person who was or is a Member, manager, officer, employee, or other agent of the fullest extent permitted by applicable lawCompany, or was or is serving at the request of the Company as a director, officer, employee, or other agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise (collectively, the “Indemnified Party”) shall, in accordance with this Section 16, be indemnified and held harmless by the event that Company from and against any Partnerand all losses, or any of its direct or indirect partnersclaims, directorsdamages, managing directorsliabilities, managersexpenses (including reasonable legal and other professional fees and disbursements), officersjudgments, stockholdersfines, employeessettlements, agentsand other amounts incurred (collectively, affiliates or controlling persons (an the “Indemnified PersonIndemnification Obligations”) becomes involved, in any capacity, in any threatened, pending or completed action, proceeding or investigation, in connection with any matter arising out and all claims, demands, actions, suits or proceedings (civil, criminal, administrative or investigative), actual or threatened, in which such Indemnified Party may be involved, as a party or otherwise, by reason of such Indemnified Party’s service to, or relating on behalf of, or management of the affairs of, the Company, or rendering of advice or consultation with respect thereto, whether or not the Indemnified Party continues to be serving in the above-described capacity at the time any such Indemnification Obligation is paid or incurred. Notwithstanding the foregoing, no indemnification shall be provided by the Company with respect to any Indemnification Obligation that resulted from action or inaction of such Indemnified Party that, in each case, constituted gross negligence, willful misconduct, a breach of the Indemnified Party’s fiduciary duty or duty of loyalty to the Partnership’s business Company, or affairsan act (a) that was not in good faith, (b) that involved a knowing violation of law, or (c) from which the Partnership will periodically reimburse Indemnified Party derived an improper personal benefit. The Company shall also indemnify and hold harmless any Indemnified Party from and against any Indemnification Obligation suffered or sustained by such Indemnified Person for Party by reason of any action or inaction of any employee, broker or other agent of such Indemnified Party, whether or not the Indemnified Party continues to be serving in the above-described capacity at the time any such Indemnification Obligation is paid or incurred, provided, that such employee, broker or agent was selected, engaged or retained by such Indemnified Party with reasonable care. 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 such Indemnification Obligation resulted from the gross negligence or willful misconduct of such Indemnified Party. Expenses (including reasonable legal and other expenses (including the cost of any investigation professional fees and preparationdisbursements) incurred in connection therewithany proceeding will be paid by the Company, provided that as incurred, in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person shall promptly Party to repay to the Partnership the such amount of any such reimbursed expenses paid to such Indemnified Person if it shall ultimately be determined that such Indemnified Person Party is not entitled to be indemnified by the Partnership in connection with such action, proceeding or investigation Company 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 Partnership under this Section 28 shall be in addition to any liability which the Partnership may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Partnership and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Partnership under this Section 28 shall be limited to the Partnership’s assets, and no Limited Partner shall have any personal liability on account thereof. Any amendment or repeal of this Section 28 shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. The foregoing provisions shall survive any termination of this Agreementauthorized hereunder.

Indemnification of Indemnified Persons. To the fullest extent permitted by applicable law, in In the event that any the General Partner, or any of its direct or indirect partners, members, directors, managing directors, managers, officers, stockholders, employees, incorporators, agents, affiliates or controlling persons (collectively, the “Indemnified Persons,” each, including the General Partner, an “Indemnified Person”) ), becomes involved, in any capacity, in any threatened, pending or completed 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 it 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, whatsoever (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 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, shall 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 Partnership under this Section 28 17 shall be in addition to any liability which the Partnership may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Partnership and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Partnership under this Section 28 17 shall be limited to the Partnership’s assets, and no Limited Partner shall have any personal liability on account thereof. Any amendment or repeal of this Section 28 shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. The foregoing provisions shall survive any termination of this Agreement.

Indemnification of Indemnified Persons. To the fullest extent permitted by applicable law, in the event that any PartnerMember, 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 PartnershipCompany’s business or affairs, the Partnership Company 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 Company 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 Company 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 Company 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 PartnershipCompany’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 Company 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 Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Partnership Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Partnership Company under this Section 28 17 shall be in addition to any liability which the Partnership Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Partnership Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Partnership Company under this Section 28 17 shall be limited to the PartnershipCompany’s assets, and no Limited Partner Member shall have any personal liability on account thereof. Any amendment or repeal of this Section 28 17 shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. The foregoing provisions shall survive any termination of this Agreement.” Other than with respect to the First Amendment to the Agreement set forth herein, the Agreement remains in full force and effect.

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 Partnership under this Section 28 shall be in addition to any liability which the Partnership may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Partnership and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Partnership under this Section 28 shall be limited to the Partnership’s assets, and no Limited Partner shall have any personal liability on account thereof. Any amendment or repeal of this Section 28 shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. The foregoing provisions shall survive any termination of this Agreement.

Indemnification of Indemnified Persons. To the fullest extent permitted by applicable law, in the event that any Partnerthe Member(s) or the Managers, or any of its their direct or indirect partners, members, trustees, directors, managing directors, managers, officers, stockholdersshareholders, employees, incorporators, agents, affiliates Affiliates or controlling persons (collectively, the "Indemnified Persons"; each, including the Member(s) and the Managers, 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 Company's business or affairs, the Partnership Company 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 Company 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 Company 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 lawunder the law of the State of New Jersey as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), the Partnership Company also will defend, indemnify and hold harmless an each 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, whatsoever (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 Company's business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence misfeasance or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence misfeasance 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, Company shall 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 Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Partnership Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Partnership ofthe Company under this Section 28 18 shall be in addition to any liability which the Partnership Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Partnership ofthe Company and any Indemnified Person. The tfhe reimbursement, indemnity and contribution obligations of the Partnership Company under this Section 28 18 shall be limited to the Partnership’s Company's assets, and no Limited Partner shall member or manager all have any personal liability on account thereof. Any amendment or repeal of this ofthis Section 28 18 shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. The tfhe foregoing provisions shall survive any termination of this Agreement.

Indemnification of Indemnified Persons. To the fullest extent permitted by applicable law, in the event that any PartnerMember, 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 PartnershipCompany’s business or affairs, the Partnership Company 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 Company 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 Company 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 Company 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 PartnershipCompany’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 Company 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 Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Partnership Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Partnership Company under this Section 28 19 shall be in addition to any liability which the Partnership Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Partnership Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Partnership Company under this Section 28 19 shall be limited to the PartnershipCompany’s assets, and no Limited Partner Member shall have any personal liability on account thereof. Any amendment or repeal of this Section 28 19 shall not adversely affect any right or protection existing hereunder immediately prior to such amendment or repeal. The foregoing provisions shall survive any termination of this Agreement.” Other than with respect to the Second Amendment to the Agreement set forth herein, the Agreement remains in full force and effect.