Indemnification of the General Partner. The Partnership, to the extent of its assets legally available for that purpose, will indemnify and hold harmless the General Partner and any partner, shareholder, director, officer, agent, affiliate and professional or other advisor of the General Partner (collectively, the "Indemnified Persons"), from and against any and all loss, damage, expense (including without limitation reasonable fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with the business or affairs of, the Partnership, except to the extent that the loss, damage, expense or liability results from (a) the Indemnified Person's gross negligence, willful misconduct or knowing violation of law, or (b) the Indemnified Person's breach of any fiduciary responsibilities to the Partnership or the Limited Partner. These indemnification rights are in addition to any rights the Indemnified Persons may have against third parties. Notwithstanding anything in this Agreement to the contrary, no Partner shall be obligated to contribute any amount to the Partnership in order to satisfy the Partnership's indemnification obligations under this Section 11.11, such obligations being limited at all times to the assets of the Partnership.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Txi Transportation Co), Limited Partnership Agreement (Txi Transportation Co), Limited Partnership Agreement (Us Concrete Inc)
Indemnification of the General Partner. The Partnership, to the extent of its assets legally available for that purpose, will indemnify and hold harmless the General Partner and any partner, shareholder, director, officer, agent, affiliate and professional or other advisor of the General Partner (collectively, the "“Indemnified Persons"”), from and against any and all loss, damage, expense (including without limitation reasonable fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with the business or affairs of, of the Partnership, except to the extent that the loss, damage, expense or liability results from (a) the Indemnified Person's ’s gross negligence, willful misconduct or knowing violation of law, or (b) the Indemnified Person's ’s breach of any fiduciary responsibilities to the Partnership or the Limited Partner. These indemnification rights are in addition to any rights the Indemnified Persons may have against third parties. Notwithstanding anything in this Agreement to the contrary, no Partner shall be obligated to contribute any amount to the Partnership in order to satisfy the Partnership's ’s indemnification obligations under this Section 11.11, such obligations being limited at all times to the assets of the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (American Materials Transport, Inc.)
Indemnification of the General Partner. The Partnership, to the extent of its assets legally available for that purpose, will indemnify and hold harmless the General Partner and any partner, shareholder, director, officer, agent, affiliate and professional or other advisor of the General Partner (collectively, the "“Indemnified Persons"”), from and against any and all loss, damage, expense (including without limitation reasonable fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with the business or affairs of, the Partnership, except to the extent that the loss, damage, expense or liability results from (a) the Indemnified Person's ’s gross negligence, willful misconduct or knowing violation of law, or (b) the Indemnified Person's ’s breach of any fiduciary responsibilities to the Partnership or the Limited Partner. These indemnification rights are in addition to any rights the Indemnified Persons may have against third parties. Notwithstanding anything in this Agreement to the contrary, no Partner shall be obligated to contribute any amount to the Partnership in order to satisfy the Partnership's ’s indemnification obligations under this Section 11.11, such obligations being limited at all times to the assets of the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (American Materials Transport, Inc.)
Indemnification of the General Partner. The Partnership, to the extent of its assets legally available for that purpose, will indemnify and hold harmless the General Partner and any partner, shareholder, director, officer, agent, affiliate Affiliate and professional or other advisor of the General Partner (collectively, the "“Indemnified Persons"”), from and against any and all loss, damage, expense (including without limitation reasonable fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with the business or affairs of, the Partnership, except to the extent that the loss, damage, expense or liability results from (a) the Indemnified Person's ’s gross negligence, willful misconduct or knowing violation of law, or (b) the Indemnified Person's ’s breach of any fiduciary responsibilities to the Partnership or the Limited Partner. These indemnification rights are in addition to any rights the Indemnified Persons may have against third parties. Notwithstanding anything in this Agreement to the contrary, no Partner shall be obligated to contribute any amount to the Partnership in order to satisfy the Partnership's ’s indemnification obligations under this Section 11.1112.11, such obligations being limited at all times to the assets of the Partnership.
Appears in 1 contract
Indemnification of the General Partner. The Partnership, to the extent of its assets legally available for that purpose, will indemnify and hold harmless the General Partner and any partner, shareholder, director, officer, agent, affiliate and professional or other advisor of the General Partner (collectively, the "Indemnified Persons"), from and against any and all loss, damage, expense (including without limitation reasonable fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with the business or affairs of, of the Partnership, except to the extent that the loss, damage, expense or liability results from (a) the Indemnified Person's gross negligence, willful misconduct or knowing violation of law, or (b) the Indemnified Person's breach of any fiduciary responsibilities to the Partnership or the Limited Partner. These indemnification rights are in addition to any rights the Indemnified Persons may have against third parties. Notwithstanding anything in this Agreement to the contrary, no Partner shall be obligated to contribute any amount to the Partnership in order to satisfy the Partnership's indemnification obligations under this Section 11.11, such obligations being limited at all times to the assets of the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (Txi Transportation Co)