Common use of Indemnification of Partnership Clause in Contracts

Indemnification of Partnership. Each Purchaser shall severally and not jointly indemnify and hold harmless the Partnership, its directors and officers and each person, if any, who controls the Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained the Preliminary Offering Memorandum, the General Disclosure Package or the Final Offering Memorandum, in each case as amended or supplemented, or any Issuer Free Writing Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Partnership by any Purchaser through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Purchaser Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Purchaser Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Purchaser consists of the following information in the Preliminary and Final Offering Memorandum furnished on behalf of each Purchaser: (i) information relating to stabilization appearing in the fifth paragraph under the caption “Plan of Distribution,” (ii) information relating to fees and expenses and activities and commercial transactions of the initial purchasers and their affiliates in the seventh paragraph under the caption “Plan of Distribution” and (iii) information relating to hedging transactions by the initial purchasers or their affiliates in the eighth paragraph under the caption “Plan of Distribution”; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Partnership’s failure to perform its obligations under Sections 5(a), (b) or (c) of this Agreement.

Indemnification of Partnership. Each Purchaser shall Underwriter will severally and not jointly indemnify and hold harmless the Partnership, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Purchaser Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Purchaser Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Preliminary Offering MemorandumRegistration Statement at any time, any Statutory Prospectus (which term includes any base prospectus and any preliminary prospectus supplement) as of any time, the General Disclosure Package or the Final Offering Memorandum, in each case as amended or supplementedProspectus, or any Issuer Free Writing CommunicationProspectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Partnership by any Purchaser such Underwriter through the Representative Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Purchaser Underwriter Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Purchaser Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Purchaser Underwriter consists of the following information in the Preliminary and Final Offering Memorandum Prospectus furnished on behalf of each PurchaserUnderwriter: (i) information relating to stabilization the concession and reallowance figures appearing in the fifth fourth paragraph under the caption “Plan of Distribution,Underwriting” and (ii) the information relating to fees and expenses and activities and commercial transactions of the initial purchasers and their affiliates contained in the seventh sixth paragraph under the caption “Plan of Distribution” and (iii) information relating to hedging transactions by the initial purchasers or their affiliates in the eighth paragraph under the caption “Plan of DistributionUnderwriting.”; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Partnership’s failure to perform its obligations under Sections 5(a), (b) or (c) of this Agreement.

Indemnification of Partnership. Each Purchaser Underwriter shall severally and not jointly indemnify and hold harmless the Partnership, its directors and officers and each person, if any, who controls the Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Purchaser Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Purchaser Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Preliminary Offering MemorandumRegistration Statement at any time, any Statutory Prospectus (which term includes any base prospectus and any preliminary prospectus supplement) as of any time, the General Disclosure Package or the Final Offering Memorandum, in each case as amended or supplementedProspectus, or any Issuer Free Writing CommunicationProspectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the case of any Statutory Prospectus or the Final Prospectus, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Partnership by any Purchaser Underwriter through the Representative Credit Suisse specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Purchaser Underwriter Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Purchaser Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Purchaser Underwriter consists of the following information in the Preliminary and Final Offering Memorandum Prospectus furnished on behalf of each PurchaserUnderwriter: (i) the statements regarding the concession and reallowance figures appearing in the third paragraph under the caption “Underwriters,” (ii) information relating to stabilization appearing in the fifth sixth paragraph under the caption “Plan of DistributionUnderwriting,” (iiiii) information relating to fees and expenses and activities and commercial transactions of the initial purchasers underwriters and their affiliates in the seventh paragraph under the caption “Plan of Distribution” and (iii) information relating to hedging transactions by the initial purchasers or their affiliates in the eighth paragraph under the caption “Plan of DistributionUnderwriting” and (iv) information relating to hedging transactions by the underwriters or their affiliates in the ninth paragraph under the caption “Underwriting”; provided, however, that the Purchasers Underwriters shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Partnership’s failure to perform its obligations under Sections 5(a), (b) or (c) of this Agreement.

Indemnification of Partnership. Each Purchaser Underwriter shall severally and not jointly indemnify and hold harmless the Partnership, its directors and officers and each person, if any, who controls the Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Purchaser Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Purchaser Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Preliminary Offering MemorandumRegistration Statement at any time, any Statutory Prospectus (which term includes any base prospectus and any preliminary prospectus supplement) as of any time, the General Disclosure Package or the Final Offering Memorandum, in each case as amended or supplementedProspectus, or any Issuer Free Writing CommunicationProspectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the case of any Statutory Prospectus or the Final Prospectus, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Partnership by any Purchaser through the Representative Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Purchaser Underwriter Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Purchaser Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Purchaser Underwriter consists of the following information in the Preliminary and Final Offering Memorandum furnished on behalf of each PurchaserProspectus: (i) the statements regarding the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting,” (ii) information relating to stabilization appearing in the fifth sixth paragraph under the caption “Plan of DistributionUnderwriting,” (iiiii) information relating to fees and expenses and activities and commercial transactions of the initial purchasers underwriters and their affiliates in the seventh paragraph under the caption “Plan of Distribution” and (iii) information relating to hedging transactions by the initial purchasers or their affiliates in the eighth paragraph under the caption “Plan of DistributionUnderwriting” and (iv) information relating to hedging transactions by the underwriters or their affiliates in the ninth paragraph under the caption “Underwriting”; provided, however, that the Purchasers Underwriters shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Partnership’s failure to perform its obligations under Sections 5(a), (b) or (c) of this Agreement.

Indemnification of Partnership. Each Purchaser shall severally and not jointly The Manager will indemnify and hold harmless the Partnership, each of its directors who signs a Registration Statement and each of its officers and each person, if any, who controls the Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Purchaser Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Purchaser Manager Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Preliminary Offering MemorandumRegistration Statement at any time, any part of the General Disclosure Package or the Final Offering MemorandumPackage, in each case any Prospectus as amended or supplementedof any time, or any Issuer Free Writing CommunicationProspectus or any Non-Prospectus Road Show or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Partnership by any Purchaser through the Representative Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Purchaser Manager Indemnified Party in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Purchaser Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Purchaser the Manager consists of the following information in the Preliminary Prospectus furnished. The Partnership and Final Offering Memorandum the Manager acknowledge that no information has been furnished on behalf of each Purchaser: (i) information relating to stabilization appearing the Partnership by the Manager for use in the fifth paragraph under Disclosure Package or any Non-Prospectus Road Show other than the caption “Plan of Distribution,” (ii) information relating to fees and expenses and activities and commercial transactions names of the initial purchasers Manager and their affiliates the fact that they are participating in the seventh paragraph under the caption “Plan of Distribution” and (iii) information relating to hedging transactions by the initial purchasers or their affiliates in the eighth paragraph under the caption “Plan of Distribution”; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Partnership’s failure to perform its obligations under Sections 5(a), (b) or (c) of this Agreementoffering as sales Manager hereunder.