Common use of Indemnification of Managing General Partner Clause in Contracts

Indemnification of Managing General Partner. (a) The Partnership, to the fullest extent permitted by law, shall indemnify and hold harmless each Indemnified Person from and against any loss, liability, expense, judgment, settlement cost, fees and related expenses (including reasonable 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 or of any Operating Company, unless such act or omission constitutes (i) for as long as the Non-Managing General Partner holds a Partnership Interest, in the case of the Managing General Partner and any other Indemnified Person that is an Affiliate of Hxxxx or an officer or director of Hxxxx or an Affiliate of Hxxxx (other than an “independent director” of the general partner of the Non-Managing General Partner as defined in the Articles of Incorporation of the general partner of the Non-Managing General Partner), the misconduct or negligence of such person, or (ii) at all other times, and at all times in the case of any other Indemnified Person, the gross negligence, recklessness, willful misconduct or bad faith on the part of the Indemnified Person, a knowing violation of law by the Indemnified Person or a material breach by the Indemnified Person of its obligations under 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 in a manner that was reasonably believed to be in, or not opposed to, the best interests of the Partnership or such Operating Company or was guilty of gross negligence, willful misconduct, bad faith or a knowing violation of law.

Indemnification of Managing General Partner. (a) The Partnership, to the fullest extent permitted by law, shall indemnify and hold harmless each Indemnified Person from and against any loss, liability, expense, judgment, settlement cost, fees and related expenses (including reasonable 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 or of any Operating Company, unless such act or omission constitutes (i) for as long as the Non-Managing General Partner holds a Partnership Interest, in the case of the Managing General Partner and any other Indemnified Person that is an Affiliate of Hxxxx Xxxxx or an officer or director of Hxxxx Xxxxx or an Affiliate of Hxxxx Xxxxx (other than an “independent director” of the general partner of the Non-Managing General Partner as defined in the Articles of Incorporation of the general partner of the Non-Managing General Partner), the misconduct or negligence of such person, or (ii) at all other times, and at all times in the case of any other Indemnified Person, the gross negligence, recklessness, willful misconduct or bad faith on the part of the Indemnified Person, a knowing violation of law by the Indemnified Person or a material breach by the Indemnified Person of its obligations under 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 in a manner that was reasonably believed to be in, or not opposed to, the best interests of the Partnership or such Operating Company or was guilty of gross negligence, willful misconduct, bad faith or a knowing violation of law.