Common use of Indemnification of Limited Partners Clause in Contracts

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 the Class A Limited Partners had no sources of income, loss or gain other than from the comparable distributions with respect to Units in the Realty Partnership and pay tax at the 28 highest applicable federal and state tax rates. The provisions of this Section 5.2(b) shall be in addition to and not in limitation of the indemnification provided to Limited Partners pursuant to Section 5.2(a) above. (c) Also notwithstanding the foregoing, the Partnership shall indemnify and hold harmless the HEI Parties of and from liabilities of the HEI Property Companies whose HEI Property Company Interests have been acquired by the Partnership except for any undisclosed material liability of such Property Company as of February 14, 1997 (collectively, the "Excluded Liabilities"); provided, however, that the Excluded Liabilities shall not include: (i) any liability incurred in the ordinary course of operating the applicable Hotel prior to February 14, 1997; (ii) any liability disclosed by the Transaction Documents, the Schedules or Exhibits thereto, any supplement to such schedules or exhibits delivered to the Starwood Parties prior to February 14, 1997, the agreements, reports or other documents referred to in any of the foregoing, the Financial Statements, the financial statements prepared in connection with the Net Working Capital adjustment provided for in Article IV of the Contribution Agreement; (iii) any Liability of which the Starwood Parties otherwise had Knowledge prior to February 14, 1997; or (iv) any Liability incurred on or after February 14, 1997; and the Partnership shall be obligated to hold the HEI Parties harmless from all such enumerated liabilities. The provisions of this Section 5.2(c) shall be in addition to and not in limitation of the indemnifications provided to Limited Partners pursuant to Section 5.2(a) and 5.2(b) above. Any capitalized term in this Section 5.2(c) not otherwise defined in this Agreement shall have the meaning set forth in the HEI Contribution Agreement.

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 PartnershipRP Ordinary Units. 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 the Class A Limited Partners had no sources of income, loss or gain other than from the comparable distributions with respect to RP Ordinary Units in the Realty Partnership and pay tax at the 28 highest applicable federal and state tax rates. The provisions of this Section 5.2(b) shall be in addition to and not in limitation of the indemnification provided to Limited Partners pursuant to Section 5.2(a) above. (c) Also notwithstanding the foregoing, the Partnership shall indemnify and hold harmless the HEI Parties of and from liabilities of the HEI Property Companies whose HEI Property Company Interests have been acquired by the Partnership except for any undisclosed material liability of any such HEI Property Company as of February 14, 1997 (collectively, the "Excluded Liabilities"); provided, however, that the Excluded Liabilities shall not include: (i) any liability incurred in the ordinary course of operating the applicable Hotel hotel prior to February 14, 1997; ; (ii) any liability disclosed by the Transaction Documents, the Schedules schedules or Exhibits exhibits thereto, any supplement to such schedules or exhibits delivered to the Starwood Parties prior to February 14, 1997, the agreements, reports or other documents referred to in any of the foregoing, the Financial Statements, the financial statements prepared in connection with the Net Working Capital adjustment provided for in Article IV of the HEI Contribution Agreement; (iii) any Liability of which the Starwood Parties otherwise had Knowledge prior to February 14, 1997; or (iv) any Liability incurred on or after February 14, 1997; and the Partnership shall be obligated to hold the HEI Parties harmless from all such enumerated liabilities. The provisions of this Section 5.2(c) shall be in addition to and not in limitation of the indemnifications provided to Limited Partners pursuant to Section 5.2(a) and 5.2(b) above. Any capitalized term in this Section 5.2(c) not otherwise defined in this Agreement shall have the meaning set forth in the HEI Contribution Agreement.

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 the Class A Limited Partners had no sources of income, loss or gain other than from the comparable distributions with respect to Units in the Realty Partnership and pay tax at the 28 highest applicable federal and state tax rates. The provisions of this Section 5.2(b) shall be in addition to and not in limitation of the indemnification provided to Limited Partners pursuant to Section 5.2(a) above. (c) Also notwithstanding Notwithstanding the foregoing, the Partnership shall indemnify and hold harmless the HEI Parties Contributors of and from liabilities of the HEI Property Companies whose HEI Property Company Interests have been acquired by the Partnership except for any undisclosed material liability of any such HEI Property Company as of February 14, 1997 (collectively, the "Excluded Liabilities"); provided, however, that the Excluded Liabilities shall not include: (i) any liability incurred in the ordinary course of operating the applicable Hotel hotel prior to February 14, 1997; (ii) any liability disclosed by the Transaction Documents, the Schedules schedules or Exhibits exhibits thereto, any supplement to such schedules or exhibits delivered to the Starwood Parties prior to February 14, 1997, the agreements, reports or other documents referred to in any of the foregoing, the Financial Statements, the financial statements prepared in connection with the Net Working Capital adjustment provided for in Article IV of the HEI Contribution Agreement; (iii) any Liability of which the Starwood Parties otherwise had Knowledge prior to February 14, 1997; or (iv) any Liability incurred on or after February 14, 1997; and the Partnership shall be obligated to hold the HEI Parties harmless from all such enumerated liabilities. The provisions of this Section 5.2(c) shall be in addition to and not in limitation of the indemnifications provided to Limited Partners pursuant to Section 5.2(a) and 5.2(b) above. Any capitalized term in this Section 5.2(c) not otherwise defined in this Agreement shall have the meaning set forth in the HEI Contribution Agreement.

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 the Class A Limited Partners had no sources of income, loss or gain other than from the comparable distributions with respect to Units in the Realty Partnership and pay tax at the 28 highest applicable federal and state tax rates. The provisions of this Section 5.2(b) shall be in addition to and not in limitation of the indemnification provided to Limited Partners pursuant to Section 5.2(a) above. (c) Also notwithstanding Notwithstanding the foregoing, the Partnership shall indemnify and hold harmless the HEI Parties Contributors of and from liabilities of the HEI Property Companies whose HEI Property Company Interests have been acquired by the Partnership except for any undisclosed material liability of such Property Company as of February 14, 1997 (collectively, the "Excluded Liabilities"); provided, however, that the Excluded Liabilities shall not include: (i) any liability incurred in the ordinary course of operating the applicable Hotel prior to February 14, 1997; (ii) any liability disclosed by the Transaction Documents, the Schedules or Exhibits thereto, any supplement to such schedules or exhibits delivered to the Starwood Parties prior to February 14, 1997, the agreements, reports or other documents referred to in any of the foregoing, the Financial Statements, the financial statements prepared in connection with the Net Working Capital adjustment provided for in Article IV of the Contribution Agreement; (iii) any Liability of which the Starwood Parties otherwise had Knowledge prior to February 14, 1997; or (iv) any Liability incurred on or after February 14, 1997; and the Partnership shall be obligated to hold the HEI Parties Contributors harmless from all 26 such enumerated liabilities. The provisions of this Section 5.2(c5.2(b) shall be in addition to and not in limitation of the indemnifications provided to Limited Partners pursuant to Section 5.2(a) and 5.2(b) above). Any capitalized term in this Section 5.2(c5.2(b) not otherwise defined in this Agreement shall have the meaning set forth in the HEI Contribution Agreement.