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. (b) The Partnership, in the discretion of the Managing General Partner, may 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 provided hereunder; provided, however, that (i) the Managing General Partner hereby agrees, and each other Indemnified Person shall agree as a condition to receiving any such advance, that in the event an Indemnified Person receives any advance, the Indemnified Person shall reimburse the Partnership for the advance to the extent that it is judicially determined, in a final, non-appealable judgment or binding arbitration, that the Indemnified Person was not entitled to indemnification under this Section 6.2 and (ii) neither the Managing General Partner nor any other Indemnified Person shall be entitled to any advance of costs and expenses in any action (either direct or derivative) brought against such Indemnified Person by Limited Partners pursuant to a Majority LP Vote, except to the extent that a court of competent jurisdiction issues a ruling (whether preliminary or final) substantially to the effect that the claim is one as to which it is likely that such Indemnified Person is entitled to the benefits of the exculpatory provisions set forth in Section 6.1. Notwithstanding anything to the contrary contained in this Section 6.2, neither the Managing General Partner nor any other Indemnified Person shall be entitled to indemnification for, or be indemnified by the Partnership against, any claim in any action (either direct or derivative) brought against such Indemnified Person by any Limited Partner if it is established, by a final non-appealable judgment, that such claim was one as to which such Indemnified Person is not entitled to the benefits of the exculpatory provisions set forth in Section 6.1.

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. (b) The Partnership, in the discretion of the Managing General Partner, may 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 provided hereunder; provided, however, that (i) the Managing General Partner hereby agrees, and each other Indemnified Person shall agree as a condition to receiving any such advance, that in the event an Indemnified Person receives any advance, the Indemnified Person shall reimburse the Partnership for the advance to the extent that it is judicially determined, in a final, non-appealable judgment or binding arbitration, that the Indemnified Person was not entitled to indemnification under this Section 6.2 and (ii) neither the Managing General Partner nor any other Indemnified Person shall be entitled to any advance of costs and expenses in any action (either direct or derivative) brought against such Indemnified Person by Limited Partners pursuant to a Majority LP Vote, except to the extent that a court of competent jurisdiction issues a ruling (whether preliminary or final) substantially to the effect that the claim is one as to which it is likely that such Indemnified Person is entitled to the benefits of the exculpatory provisions set forth in Section 6.1. Notwithstanding anything to the contrary contained in this Section 6.2, neither the Managing General Partner nor any other Indemnified Person shall be entitled to indemnification for, or be indemnified by the Partnership against, any claim in any action (either direct or derivative) brought against such Indemnified Person by any Limited Partner if it is established, by a final non-appealable judgment, that such claim was one as to which such Indemnified Person is not entitled to the benefits of the exculpatory provisions set forth in Section 6.1.

Indemnification of Managing General Partner. (a) The Partnership, to the fullest extent permitted by law, Partnership 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” its affiliates performing services on behalf of the general partner of the Non-Managing General Partner Partnership (collectively, “Indemnified Parties”) 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 follows: (iii) 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 In any action, suit or proceeding to which an Indemnified Party was or is a party by reason of the fact that it was acting as the Managing General Partner or was an affiliate of the Managing General Partner performing services on behalf of the Partnership, involving an alleged cause of action arising from the activities of the Indemnified Party under this Agreement, the other Program Agreements or otherwise in the management of the affairs of the Partnership, or which relates to the Partnership, its property, business or affairs, the Partnership shall indemnify the Indemnified Party against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnified Party in connection with the action, suit or proceeding, if the Indemnified Party acted in good faith and in a manner believed to be in the best interests of the Partnership and if the Indemnified Party’s conduct does not constitute gross negligence or willful misconduct. The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that an Indemnified Person Party did not act in good faith or and 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 lawPartnership. (bii) The Expenses (including legal fees and expenses) incurred in defending any proceeding shall be paid by the Partnership in advance of the final disposition of the proceeding if (A) the Partnership has received an undertaking by or on behalf of the Indemnified Party to repay the amount, with interest at a market rate from the date of the advance, if it shall ultimately be determined, by a court of competent jurisdiction or otherwise, that the Indemnified Party is not entitled to be indemnified by the Partnership as authorized hereunder and (B) the proceeding relates to the performance of duties or services by the Indemnified Party on behalf of the Partnership. (iii) Any indemnification under this Section 4.11, unless ordered by a court, shall be made by the Partnership only as authorized in the discretion specific case and only upon a determination by a majority vote of a quorum of all directors of the Managing General Partner, may advance that indemnification of an Indemnified Party is proper. Any indemnification shall be made only out of the assets or insurance coverage of the Partnership. In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the Securities and Exchange Commission with respect to indemnification for securities law violations. (iv) The indemnification provided by this Section 4.11 shall be in addition to any other rights to which an Indemnified Party may be entitled under any agreement or as a matter of law, both as to action in the Indemnified Party’s capacity as the Managing General Partner or an affiliate of the Managing General Partner and as to action in another capacity, shall continue as to an Indemnified Party who has ceased to serve in that capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Party. (v) To the extent commercially reasonable, the Partnership may purchase and maintain insurance on behalf of the Managing General Partner and its affiliates against any liability that may be asserted against or expense that may be incurred by that Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense Partnership’s activities, whether or not the Partnership has indemnified that Person against liability under the provisions of this Agreement. The Partnership shall not bear any additional cost of the insurance attributable to coverage for liabilities for which the Partnership would not have the power to indemnify under the provisions of this Agreement. (vi) The provisions of this Section 4.11 are for the benefit of Indemnified Parties and shall not be deemed to create any rights for the benefit of any action or proceeding which arises out of conduct which is the subject of the indemnification provided hereunder; provided, however, that (i) the Managing General Partner hereby agrees, and each other Indemnified Person shall agree as a condition to receiving any such advance, that in the event an Indemnified Person receives any advance, the Indemnified Person shall reimburse the Partnership for the advance to the extent that it is judicially determined, in a final, non-appealable judgment or binding arbitration, that the Indemnified Person was not entitled to indemnification under this Section 6.2 and (ii) neither the Managing General Partner nor any other Indemnified Person shall be entitled to any advance of costs and expenses in any action (either direct or derivative) brought against such Indemnified Person by Limited Partners pursuant to a Majority LP Vote, except to the extent that a court of competent jurisdiction issues a ruling (whether preliminary or final) substantially to the effect that the claim is one as to which it is likely that such Indemnified Person is entitled to the benefits of the exculpatory provisions set forth in Section 6.1. Notwithstanding anything to the contrary contained in this Section 6.2, neither the Managing General Partner nor any other Indemnified Person shall be entitled to indemnification for, or be indemnified by the Partnership against, any claim in any action (either direct or derivative) brought against such Indemnified Person by any Limited Partner if it is established, by a final non-appealable judgment, that such claim was one as to which such Indemnified Person is not entitled to the benefits of the exculpatory provisions set forth in Section 6.1Persons.

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.48 (b) The Partnership, in the discretion of the Managing General Partner, may 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 provided hereunder; provided, however, that (i) the Managing General Partner hereby agrees, and each other Indemnified Person shall agree as a condition to receiving any such advance, that in the event an Indemnified Person receives any advance, the Indemnified Person shall reimburse the Partnership for the advance to the extent that it is judicially determined, in a final, non-appealable judgment or binding arbitration, that the Indemnified Person was not entitled to indemnification under this Section 6.2 and (ii) neither the Managing General Partner nor any other Indemnified Person shall be entitled to any advance of costs and expenses in any action (either direct or derivative) brought against such Indemnified Person by Limited Partners pursuant to a Majority LP Vote, except to the extent that a court of competent jurisdiction issues a ruling (whether preliminary or final) substantially to the effect that the claim is one as to which it is likely that such Indemnified Person is entitled to the benefits of the exculpatory provisions set forth in Section 6.1. Notwithstanding anything to the contrary contained in this Section 6.2, neither the Managing General Partner nor any other Indemnified Person shall be entitled to indemnification for, or be indemnified by the Partnership against, any claim in any action (either direct or derivative) brought against such Indemnified Person by any Limited Partner if it is established, by a final non-appealable judgment, that such claim was one as to which such Indemnified Person is not entitled to the benefits of the exculpatory provisions set forth in Section 6.1.. SECTION