Indemnification of Limited Partners. To the fullest extent permitted by law, the Partnership will indemnify, to the extent of Partnership assets, each Limited Partner against any claim of liability asserted against a Limited Partner solely because he is a Limited Partner of the Partnership.
Indemnification of Limited Partners. The General Partner shall indemnify and hold harmless each Limited Partner for any costs, damages, liabilities, expenses or losses suffered or incurred by such Limited Partner that result from or arise out of such Limited Partner not having limited liability as set out in Section 8.2, other than any lack of limited liability caused by or arising out of any act or omission of such Limited Partner.
Indemnification of Limited Partners. (a) From and after the date hereof, the Partnership shall indemnify and hold harmless each Limited Partner, its Affiliates, employees, officers, directors and agents against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) sustained or incurred by such Limited Partner or Affiliate or any assignee or successor thereof (including, without limitation, any permitted assignee of a Limited Partner under Article 9 hereof) as a result of or arising out of any action, suit or proceeding (including mediation and arbitration proceedings)
(i) arising out of or relating to the operation of the Partnership's business or the Limited Partner being a Partner in the Partnership (excluding, specifically, actions, suits or proceedings arising out of actual or alleged breaches of a Partner's representations, warranties or covenants hereunder or pursuant to the Formation Agreement or arising out of acts by a Limited Partner other than in its capacity as such) and (ii) naming a Limited Partner or any of its Affiliates as a party to such proceeding. Any indemnification pursuant to this Section 5.2(a) shall be made only out of the assets of the Partnership and no Partner shall have any personal liability therefor. The provisions of this Section 5.2(a) are for the benefit of the Limited Partners, their Affiliates, employees, officers, directors and agents, and shall not be deemed to create any rights for the benefit of any other Persons.
(b) The foregoing notwithstanding, the Partnership shall indemnify the Class A Limited Partners in respect of all federal or state income tax consequences to them arising from the Special Class A Distributions and the distribution described in Section 8.2(a)(iii) hereof being subject to federal or state income tax in a manner that is less favorable than comparable distributions with respect to Units in the Realty Partnership. Any indemnification pursuant to the preceding sentence shall be computed on a cumulative basis from and after February 14, 1997, and shall be grossed up for any income tax consequences of such indemnification so as to put the Class A Limited Partners in the same after-tax position they would have been in had they been Partners in the Realty Partnership as to such distributions. All calculations of the indemnification payments shall be computed as if th...
Indemnification of Limited Partners. The Partnership shall, solely from assets of the Partnership and without recourse to any Partner, indemnify and hold harmless each Limited Partner, its respective affiliates and its respective agents, officers, employees, directors and shareholders (collectively, the “Limited Partner Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements or as fines and penalties, and legal or other costs and expenses of investigating or defending against any claim or alleged claim, in each case whether incurred in connection with judicial, administrative or arbitration proceedings) of any nature whatsoever, known or unknown, liquidated and unliquidated, that are incurred by an Limited Partner Indemnitee and arise out of or in connection with the business of the Partnership.
Indemnification of Limited Partners. The Partnership shall, solely from its assets and without recourse to any General Partner or Limited. Partner, indemnify, defend and hold harmless the Limited Partners from any loss (other than their, Capital Contributions), liability, damage or expense imposed on them related to the ownership of Partnership property or conduct of the Partnership's business other than (i) the repayment of the Interest of a Limited Partner in any distribution whose turn is required pursuant to Sections 15652 and 15666 of the Act; and (ii) taxes imposed on or measured by the net income of such Limited Partners.
Indemnification of Limited Partners. The General Partner shall indemnify and hold harmless the Limited Partners and their directors, officers, employees, agents, and affiliates from and against any and all actual and reasonable out-of-pocket costs, expenses (including, without limitation, reasonable attorneys' fees), damages, or liabilities incurred by the Limited Partners, which may arise out of or relate to any costs, expenses, damages, or liabilities incurred in connection with a General Partner's gross negligence, willful misconduct, or malfeasance. Without limiting the generality of the foregoing, the General Partner shall indemnify and hold harmless the Limited Partners, and their directors, officers, employees, agents, and affiliates, from and against any and all actual and reasonable out-of-pocket costs, expenses (including, without limitation, reasonable attorneys' fees and expenses), damages, or liabilities incurred in connection with the use, handling, production, transaction, disposal, presence, release, or storage of any Hazardous Material in, under or on the Project.
Indemnification of Limited Partners. The Partnership shall, solely from its assets and without recourse to any General Partner, indemnify, defend and hold harmless the Limited Partners from any loss, liability, damage or expense imposed on them related to the ownership of Partnership property or conduct of the Partnership's business other than (i) the repayment of more than the Interest of a Limited Partner in any distribution whose return is required pursuant to Sections 15652 and 15666 of the Act; and (ii) taxes imposed on or measured by the net income of such Limited Partners. 5.9 [Intentionally Deleted] ARTICLE
Indemnification of Limited Partners. The General Partner has agreed to indemnify and hold harmless each Limited Partner from any and all losses, liabilities, expenses and damages suffered by such Limited Partner where the liability of such Limited Partner is not limited, provided that such loss of limited liability was caused by an act or omission of the General Partner or by the gross negligence or wilful misconduct in the performance of, or wilful disregard or breach of, the obligations or duties of the General Partner under this Agreement. Such indemnity will only apply with respect to losses in excess of the sum of the Limited Partners’ capital contribution and the Limited Partner’s pro rata share of any undistributed income of the Limited Partnership. The General Partner has also agreed to indemnify and hold harmless the Limited Partnership from and against any costs, damages, liabilities, expenses, or losses suffered or incurred by the Limited Partnership resulting from or arising out of gross negligence or wilful misconduct in the performance of, or wilful disregard or breach of, the obligations or duties of the General Partner under this Agreement.
Indemnification of Limited Partners. The General Partner undertakes to protect and indemnify, if applicable, the Sponsors from any claim arising out of any
Indemnification of Limited Partners. 151 12.6 Indemnification by Sonesta with respect to Hotel Operations .............................. 151
