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.
6.7.2 Expenses (including legal fees and expenses) incurred in defending any proceeding subject to subsection (a) of this Section 6.7 shall be paid by the Partnership in advance of the final disposition of such proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction or otherwise, that the Indemnitee is not entitled to be indemnified by the Partnership as authorized hereunder.
6.7.3 The indemnification provided by this Section 6.7 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to action in the Indemnitee's capacity as General Partner or as a partner, stockholder, officer, director, employee or agent of a Partner, or as to action in the Indemnitee's capacity as a Person serving at the request of the Partnership as set forth above, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal repr...
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.
(b) Without limiting the generality of the foregoing, a claim, loss, or liability shall be deemed to arise out of a Partnership liability or obligation if it arises out of or is based upon the conduct of the business of the Partnership or the ownership of the property of the Partnership.
(c) The foregoing indemnification shall be available to an Affiliate of either Partner with respect to a claim, liability, or loss arising out of a Partnership liability or obligation which is paid or incurred by such Affiliate as a result of such Affiliate directly or indirectly owning or controlling a Partner or as a result of the fact that an individual employed or engaged by the Partnership is also a director, officer, or employee of such Affiliate.
(d) The foregoing indemnification shall not inure to the benefit of either Partner (or any Affiliate of either Partner) in respect of any claim, liability, or loss which (i) arises out of or is based upon the gross negligence or willful misconduct of such Partner (or an Affiliate of such Partner) or (ii) is a tax, levy, or similar governmental charge not imposed upon the Partnership or on its property. For the purposes of this subsection, no claim, liability, or loss shall be deemed to arise out of or be based upon the gross negligence or willful misconduct of any Partner (or any of its Affiliates) solely because it arises out of or is based upon the gross negligence or willful misconduct of a director, officer, or employee of such Partner or such Affiliate if at the time of such negligence or misconduct such director, officer, or employee was a Seconded Employee or was a member of the Board of Directors.
Indemnification of Partners. Except as provided in SECTION 15.12, (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 and System Manager...25 12.3 Indemnification to Partnership and Partners......26
Indemnification of Partners. Section 7.1 General..................................................... 11 Section 7.2 Unauthorized Acts........................................... 12 Section 7.3 Limitations................................................. 12 Article VIII Accounting, Books and Records
Indemnification of Partners. The Partnership, its receiver or its trustee shall indemnify, save harmless and pay all judgments and claims against any Partner, its officers, directors and trustees, as applicable (the "Indemnified Parties") relating to any liability or damage incurred by reason of any act performed or omitted to be performed by an Indemnified Party in connection with the business of the Partnership, including attorneys fees incurred by the Indemnified Party in connection with the defense of any action based on any such act or omission; provided, however no Indemnified Party shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
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.
(b) The Partnership shall indemnify and hold each Partner harmless from any loss, liability or damage, including reasonable attorney’s fees, incurred or suffered by the Partner as a result of any claim or claims that the Partner is liable as such for any Partnership obligation which the Partnership is unable to pay. In particular, and without the limitation of the foregoing, the Partners shall be entitled to indemnification by the Partnership against the reasonable expenses, including attorney’s fees actually and necessarily incurred by the Partners in connection with the defense of any action to which the Partners may be made a party, to the fullest extent possible and not prohibited under the provisions of the Alabama Uniform Limited Partnership Act or any other applicable statute. This indemnity shall not be construed as conceding that any such lawsuits or claims are proper or legitimate, since lawsuits and claims are often brought and made for improper or unjustified purposes.
