Indemnification of Partners. Each of the Partners and any of their partners, shareholders, members, Affiliates, officers, directors, employees, agents and assigns, shall not be liable for, and shall be indemnified, defended and held harmless by the Partnership (to the extent of the Partnership’s assets) from, any loss or damage incurred by them, the Partnership or the Partners in connection with the business of the Partnership in their capacity as Partners other than any loss of their Capital Contributions, including costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted in good faith, which shall not include a Liability Event with respect to such Partner or its Affiliates. Partners shall be liable for actual damages suffered by the Partnership, General Partner or the other Partners, including costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage, resulting from Liability Events of such Partner or its Affiliates.
Indemnification of Partners. (a) Each Partner agrees to, and does hereby, indemnify and hold harmless the other Partner, and, to the extent set forth below, each Affiliate of the other Partner, from and against all claims, causes of action, liabilities, payments, obligations, expenses (including without limitation reasonable fees and disbursements of counsel) or losses (collectively "claims, liabilities, and losses") arising out of a liability or obligation of the Partnership to the extent necessary to accomplish the result that neither Partner (together with its Affiliates) shall bear any portion of a liability or obligation of the Partnership in excess of such Partner's Interest.
Indemnification of Partners. 6.7.1 The Partnership shall indemnify and hold harmless the Partners, their respective Affiliates, all of their respective officers, directors, partners, stockholders, employees, and agents and all of the officers, employees and agents of the Partnership (individually, an "Indemnitee"), from and against any and all losses, claims, demands, costs, damages, liabilities, and expenses of any nature (including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise ("Losses"), arising out of or incidental to the business of the Partnership, regardless of whether an Indemnitee continues to be a Partner, an Affiliate, or an officer, director, partner, stockholder, employee, or agent of a Partner or of an Affiliate at the time any such Loss is paid or incurred, if the Indemnitee's conduct did not constitute willful misconduct. The termination of any action, suit, or proceeding by settlement or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's actions constituted willful misconduct.
Indemnification of Partners. Except as provided in SECTION 0, (1) all liability, loss, damage, claim or expense for which the Partnership is responsible and not covered by insurance or in excess of insurance actually carried shall be borne by the Partners proportionately based on their Ownership Interests, and (2) the Partnership shall indemnify and hold harmless each Partner against any claim made against any of them by a third party alleging liability while acting on behalf of the Partnership in accordance with this agreement or based on the Partner's status as a Partner, together with the costs reasonably incurred for the defense of such claim, except with respect to such claims that arise from gross negligence or willful misconduct. The indemnified party shall be indemnified and reimbursed first from the assets of the Partnership. In the event that the amount of such indemnity or reimbursement exceeds the amount available from the assets of the Partnership, each Partner shall severally contribute its proportionate share of the excess based on its Ownership Interest.
Indemnification of Partners. 59 SECTION 6.11.
Indemnification of Partners. (a) The Partnership shall indemnify and hold harmless the Partners, Affiliates of Partners (other than Delinquent Partners) and all of their respective officers, directors, partners, shareholders, employees, and agents (individually, an "Indemnitee"), from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise ("Indemnifiable Loss" or "Indemnifiable Losses"), arising out of or incidental to the business of the Partnership, regardless of whether an Indemnitee continues to be a Partner, an Affiliate, or an officer, director, partner, shareholder, employee, or agent of a Partner or of an Affiliate at the time any such Indemnifiable Loss is paid or incurred, if the Indemnitee's conduct did not constitute actual fraud, gross negligence, knowing breach of specific provisions of this Agreement or willful or wanton misconduct. The termination of any action, suit, or proceeding by settlement or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's actions constituted actual fraud, gross negligence or willful or wanton misconduct.
Indemnification of Partners. To the extent permitted by law, the Company shall indemnify, defend and hold harmless each Covered Person from and against any and all debts, losses, claims, damages, costs, demands, fines, judgments, contracts (implied and expressed, written and unwritten), penalties, obligations, payments, liabilities of every type and nature (whether known or unknown, fixed or contingent), including, without limitation, those arising out of any lawsuit, action or proceeding (whether brought by a party to this Agreement or by any third party), together with any reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) incurred in connection with the foregoing (including, without limitation, reasonable costs and expenses (collectively “Damages”) incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) suffered or sustained by him/her by reason of any act, omission or alleged act or omission by him/her arising out of his/her activities on behalf of the Company or in furtherance of the interests of the Company; provided, however, that the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based were performed or omitted in good faith and were not fraudulent, in bad faith or a result of wanton and willful misconduct or gross negligence by such Covered Person; provided, further, that any indemnification for Tax liabilities of the Company or any Partner arising as a result of the transactions set forth in by the Contribution Agreement (and the defense of any such claims) shall be governed solely by Sections 6.4 and 6.5 of this Agreement.
Indemnification of Partners. The partners (including any directors, officers and employees of each partner) shall not be liable to each other or the Partnership for amounts paid upon settlement or judgment and expenses (including attorney's fees) of claims arising out of their activities as or for the Partnership resulting from errors in judgment or any acts or omissions, whether or not disclosed, which do not constitute willful misconduct, fraud or gross negligence provided such persons acted in good faith for the benefit of the Partnership. The general partner shall be liable to the limited partners and the Partnership respectively, for their willful misconduct, fraud or gross negligence, in the performance of its duties as general partner. To the extent of Partnership assets, the Partnership shall indemnify a partner or a director, officer or employee or a partner for liability arising out of activities for the Partnership (including reasonable attorney's fees) resulting from errors in judgment or any acts or omissions, whether or not disclosed, which do not constitute willful misconduct, fraud or gross negligence provided such persons acted in good faith for the benefit of the Partnership.
Indemnification of Partners. If any Partner suffers, or is held liable for, any loss or liability of the Partnership which is in excess of its Ownership Interest, that Partner suffering the loss or liability shall be indemnified by the other Partners to the extent of their respective Ownership Interests in the Partnership.
Indemnification of Partners. (a) The General Partners shall not be liable, responsible or accountable in damages or otherwise to any of the Limited Partners or the Partnership for any act or omission of the General Partners performed or omitted in good faith on behalf of the Partnership and in a manner reasonably believed by the General Partners to be within the scope of the authority granted to the General Partners by this Agreement and in the best interests of the Partnership. The General Partners shall be entitled to indemnity from the Partnership for any loss, damage or claim by reason of any act or omission performed or omitted by the General Partners in good faith on behalf of the Partnership and in a manner reasonably believed by the General Partners to be within the scope of the authority granted to the General Partners by this Agreement and in the best interest of the Partnership, except that the General Partners shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of fraud or gross negligence.
