Common use of Indemnification of the General Partner Clause in Contracts

Indemnification of the General Partner. The Partnership shall indemnify the General Partner, its employees and agents (individually referred to in this subparagraph 4.7 as the "Indemnitee" and collectively referred to as the "Indemnitees"), and hold them and any of them, harmless from and against any and all claims or liabilities incurred by them and any of them in connection with the business of the Partnership, provided that the acts or omissions from which the claim or liability arises were performed in the good faith belief that the Indemnitee was acting within the scope of the Indemnitee's authority under this Limited Partnership Agreement and that the Indemnitee was not grossly negligent or guilty of intentional misconduct. Neither the Partnership nor the Limited Partners shall have any claim against the Indemnitees solely by reason of any act or omission of any or all other Indemnitees, or by reason of any disallowance by any taxing authority of any deduction taken on any Partnership tax return. The indemnification of the Indemnitees provided for herein shall extend to the responsibility of an Indemnitee for the acts or omissions of any other Indemnitee or other organization or firm employed or retained by an Indemnitee in connection with the conduct of the affairs of the Partnership. The indemnification authorized by this subparagraph 4.7 shall include payment of: (i) reasonable attorneys' fees and other expenses incurred in settling any claim or threatened action or incurred in any finally adjudicated legal proceeding; and (ii) the removal of any liens affecting any property of any of the Indemnitees. Indemnification under this subparagraph 4.7 shall be made from the assets of the Partnership and no Partner shall be personally liable therefor.

Indemnification of the General Partner. The A. To the fullest extent permitted by Delaware law to a corporation for profit organized under the General Business Corporation Law of Delaware, the Partnership shall indemnify the General Partner, its employees and agents (individually referred to in this subparagraph 4.7 as the "Indemnitee" and collectively referred to as the "Indemnitees"), and hold them and any of them, harmless each Indemnitee from and against any and all claims losses, claims, damages, liabilities, joint or liabilities incurred several, expenses (including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings (actual or threatened), civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement, in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise by them and any reason of them in connection with the business such Person’s service to or on behalf of or management of affairs of the Partnership, provided its properties, business or affairs, unless it is established that: (i) the act or omission giving rise to the claim, demand, suit or proceeding constituted bad faith, willful misconduct, gross negligence or reckless disregard of duties. The termination of any proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, shall not, of itself, create a presumption that the acts Indemnitee acted in a manner contrary to that specified in this Section 7.07A. B. Any indemnification pursuant to this Section 7.07 shall be made only out of the assets of the Partnership, and neither the General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership, or omissions from which otherwise provide funds, to enable the claim Partnership to fund its obligations under this Section 7.07. C. Reasonable expenses incurred by an Indemnitee who is a party to a proceeding shall be paid or liability arises were performed reimbursed by the Partnership in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the Indemnitee was acting within standard of conduct necessary for indemnification by the scope Partnership as authorized in Section 7.07.A. has been met, and (ii) a written undertaking by or on behalf of the Indemnitee's authority under this Limited Partnership Agreement and Indemnitee to repay the amount if it shall ultimately be determined that the Indemnitee was standard of conduct has not grossly negligent or guilty of intentional misconduct. Neither the Partnership nor the Limited Partners shall have any claim against the Indemnitees solely by reason of any act or omission of any or all other Indemnitees, or by reason of any disallowance by any taxing authority of any deduction taken on any Partnership tax return. been met. D. The indemnification provided by this Section 7.07 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitee is indemnified. E. The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of the Indemnitees provided for herein and such other Persons as the Board of Directors shall extend to the responsibility of an Indemnitee for the acts determine, against any liability that may be asserted against or omissions of any other Indemnitee or other organization or firm employed or retained expenses that may be incurred by an Indemnitee such Person in connection with the conduct Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. F. For purposes of this Section 7.07, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the affairs plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 7.07; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. The indemnification authorized by this subparagraph 4.7 shall include payment of: (i) reasonable attorneys' fees and other expenses incurred in settling any claim or threatened action or incurred in any finally adjudicated legal proceeding; and (ii) the removal of any liens affecting any property of . G. In no event may an Indemnitee subject any of the Indemnitees. Indemnification Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. H. An Indemnitee shall not be denied indemnification in whole or in part under this subparagraph 4.7 Section 7.07 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. I. The provisions of this Section 7.07 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.07 or any provision hereof shall be made prospective only and shall not in any way affect the Partnership’s liability to any Indemnitee under this Section 7.07, as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from the assets or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of the Partnership and no Partner shall when such claims may arise or be personally liable thereforasserted.

Indemnification of the General Partner. The (a) To the fullest extent permitted by law, the Partnership shall and does hereby indemnify the General Partner, its employees and agents (individually referred to in this subparagraph 4.7 as the "Indemnitee" and collectively referred to as the "Indemnitees"), and hold them and any of them, harmless an Indemnitee from and against any and all claims losses, claims, damages, liabilities, joint or liabilities several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings (including arbitration and mediation proceedings), civil, criminal, administrative or investigative, that relate, directly or indirectly, to the formation, business or operations of the Partnership in which any Indemnitee may be involved, or is threatened to be involved, as a party, witness or otherwise, by reason of the fact that such Person was an Indemnitee, whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion, except only if and to the extent that it is finally adjudicated that the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and was committed with fraud, gross (b) Reasonable expenses incurred by them and any of them an Indemnitee who is a party or witness in connection with a proceeding shall be paid or reimbursed by the business Partnership in advance of the Partnership, provided that final disposition of the acts or omissions from which proceeding upon receipt by the claim or liability arises were performed in Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee's good faith belief that the Indemnitee was acting within standard of conduct necessary for indemnification by the scope Partnership, as authorized in this Section 5.1, has been met, and (ii) a written undertaking by or on behalf of the Indemnitee's authority Indemnitee to repay the amount paid or reimbursed if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified hereunder. (c) The indemnification provided by this Section 5.1 shall be in addition to any other rights to which an Indemnitee may be entitled under this Limited any agreement, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. The Partnership Agreement shall purchase and that maintain insurance, on behalf of the Indemnitee was not grossly negligent or guilty of intentional misconduct. Neither the Partnership nor the Limited Partners shall have any claim against the Indemnitees solely by reason of any act or omission of any or all other Indemnitees, against any liability that may be asserted against or expenses that may be incurred by reason of any disallowance by any taxing authority of any deduction taken on any Partnership tax return. The indemnification of the Indemnitees provided for herein shall extend to the responsibility of an Indemnitee for the acts or omissions of any other Indemnitee or other organization or firm employed or retained by an Indemnitee such Person in connection with the conduct Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. An Indemnitee shall not be denied indemnification in whole or in part under this Section 5.1 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. (d) For purposes of this Section 5.1, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the affairs plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 5.1; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. The indemnification authorized by this subparagraph 4.7 shall include payment of: (i) reasonable attorneys' fees and other expenses incurred in settling any claim or threatened action or incurred in any finally adjudicated legal proceeding; and (ii) the removal of any liens affecting any property of any of the Indemnitees. Indemnification under this subparagraph 4.7 shall be made from the assets of the Partnership and no Partner shall be personally liable therefor.

Indemnification of the General Partner. The (a) To the fullest extent permitted by law, the Partnership shall and does hereby indemnify the General Partner, its employees and agents (individually referred to in this subparagraph 4.7 as the "Indemnitee" and collectively referred to as the "Indemnitees"), and hold them and any of them, harmless an Indemnitee from and against any and all claims losses, claims, damages, liabilities, joint or liabilities incurred by them several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any of them in connection with and all claims, demands, actions, suits or proceedings (including arbitration and mediation proceedings), civil, criminal, administrative or investigative, that relate, directly or indirectly, to the formation, business or operations of the PartnershipPartnership in which any Indemnitee may be involved, provided that the acts or omissions from which the claim is threatened to be involved, as a party, witness or liability arises were performed in the good faith belief that the Indemnitee was acting within the scope of the Indemnitee's authority under this Limited Partnership Agreement and that the Indemnitee was not grossly negligent or guilty of intentional misconduct. Neither the Partnership nor the Limited Partners shall have any claim against the Indemnitees solely otherwise, by reason of any the fact that such Person was an Indemnitee, whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion, except only if and to the extent that it is finally adjudicated that the act or omission of any the Indemnitee was material to the matter giving rise to the proceeding and was committed with fraud, gross negligence or all other Indemnitees, or by reason willful misconduct. The termination of any disallowance proceeding by any taxing authority judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of any deduction taken on any Partnership tax returnconduct set forth in this Section 5.1(a). The Any indemnification of the Indemnitees provided for herein shall extend pursuant to the responsibility of an Indemnitee for the acts or omissions of any other Indemnitee or other organization or firm employed or retained by an Indemnitee in connection with the conduct of the affairs of the Partnership. The indemnification authorized by this subparagraph 4.7 shall include payment of: (i) reasonable attorneys' fees and other expenses incurred in settling any claim or threatened action or incurred in any finally adjudicated legal proceeding; and (ii) the removal of any liens affecting any property of any of the Indemnitees. Indemnification under this subparagraph 4.7 Section 5.1 shall be made from only out of the assets of the Partnership and no Partner shall have any personal liability therefor. The provisions of this Section 5.1 are for the benefit of the Indemnitees, their heirs, successors, assigns, personal representatives and administrators, and shall not be personally liable therefordeemed to create any rights for the benefit of any other Persons. The foregoing notwithstanding, the General Partner shall not be entitled to indemnification from the Partnership with respect to matters provided for in Sections 9.1 and 9.2 of the Formation Agreement. (b) Reasonable expenses incurred by an Indemnitee who is a party or witness in a proceeding shall be paid or reimbursed by the Partnership in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee's good faith belief that the standard of conduct necessary for indemnification by the Partnership, as authorized in this Section 5.1, has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount paid or reimbursed if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified hereunder. (c) The indemnification provided by this Section 5.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. The Partnership shall purchase and maintain insurance, on behalf of the Indemnitees, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. An Indemnitee shall not be denied indemnification in whole or in part under this Section 5.1 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies.

Indemnification of the General Partner. The To the fullest extent permitted by law but limited to the assets of each Investment Partnership, each Investment Partnership shall indemnify the General PartnerPartner (including the owners, its employees officers, partners, and agents of the General Partner) (individually referred to in this subparagraph 4.7 as the "Indemnitee" and collectively referred to as the "IndemniteesIndemnified Parties"), and save and hold them and any of them, each Indemnified Party harmless from and in respect of (i) all claims, actions, demands or threats thereof, against the Investment Partnership or such Indemnified Party that arise out of, or in any and all claims or liabilities incurred by them and any of them in connection with way relate to the Investment Partnership, the business of the Investment Partnership or the assets of the Investment Partnership, provided and any losses or damages resulting therefrom, including amounts paid in settlement or compromise of any such claim, action, demand or threat thereof, and (ii) all fees, costs, and expenses, including reasonable attorneys' fees, incurred in connection with, or resulting from, any such claim, action, demand or threat thereof; provided, however, that this indemnification shall not extend to acts of gross negligence, breach of fiduciary duty, a material, uncured breach of this Agreement or any Partnership Agreement or willful misconduct of such Indemnified Party. This indemnity is intended to apply regardless of the negligence of any Indemnified Party. The right to indemnification set forth in this Section 8.01 shall be a contract right and shall include the right of each indemnitee to be paid by the applicable Investment Partnership the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the acts payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the Investment Partnership of (i) a written affirmation of the indemnitee of his or omissions from which the claim or liability arises were performed in the her good faith belief that the Indemnitee was acting within standard of conduct necessary for indemnification by the scope of the Indemnitee's authority under this Limited Investment Partnership Agreement and that the Indemnitee was not grossly negligent or guilty of intentional misconduct. Neither the Partnership nor the Limited Partners shall have any claim against the Indemnitees solely by reason of any act or omission of any or all other Indemniteeshas been met, or by reason of any disallowance by any taxing authority of any deduction taken on any Partnership tax return. The indemnification of the Indemnitees provided for herein shall extend to the responsibility of an Indemnitee for the acts or omissions of any other Indemnitee or other organization or firm employed or retained by an Indemnitee in connection with the conduct of the affairs of the Partnership. The indemnification authorized by this subparagraph 4.7 shall include payment of: (i) reasonable attorneys' fees and other expenses incurred in settling any claim or threatened action or incurred in any finally adjudicated legal proceeding; and (ii) the removal of any liens affecting any property of any a written undertaking by or on behalf of the Indemnitees. Indemnification under this subparagraph 4.7 indemnitee to repay all amounts so advanced if it shall ultimately be made from determined that the assets standard of the Partnership and no Partner shall be personally liable thereforconduct has not been met.

Indemnification of the General Partner. The (a) To the fullest extent permitted by law, the Partnership shall and does hereby indemnify the General Partner, its employees and agents (individually referred to in this subparagraph 4.7 as the "Indemnitee" and collectively referred to as the "Indemnitees"), and hold them and any of them, harmless an Indemnitee from and against any and all claims losses, claims, damages, liabilities, joint or liabilities incurred by them several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any of them in connection with and all claims, demands, actions, suits or proceedings (including arbitration and mediation proceedings), civil, criminal, administrative or investigative, that relate, directly or 24 indirectly, to the formation, business or operations of the PartnershipPartnership in which any Indemnitee may be involved, provided that the acts or omissions from which the claim is threatened to be involved, as a party, witness or liability arises were performed in the good faith belief that the Indemnitee was acting within the scope of the Indemnitee's authority under this Limited Partnership Agreement and that the Indemnitee was not grossly negligent or guilty of intentional misconduct. Neither the Partnership nor the Limited Partners shall have any claim against the Indemnitees solely otherwise, by reason of any the fact that such Person was an Indemnitee, whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion, except only if and to the extent that it is finally adjudicated that the act or omission of any the Indemnitee was material to the matter giving rise to the proceeding and was committed with fraud, gross negligence or all other Indemnitees, or by reason willful misconduct. The termination of any disallowance proceeding by any taxing authority judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of any deduction taken on any Partnership tax returnconduct set forth in this Section 5.1(a). The Any indemnification of the Indemnitees provided for herein shall extend pursuant to the responsibility of an Indemnitee for the acts or omissions of any other Indemnitee or other organization or firm employed or retained by an Indemnitee in connection with the conduct of the affairs of the Partnership. The indemnification authorized by this subparagraph 4.7 shall include payment of: (i) reasonable attorneys' fees and other expenses incurred in settling any claim or threatened action or incurred in any finally adjudicated legal proceeding; and (ii) the removal of any liens affecting any property of any of the Indemnitees. Indemnification under this subparagraph 4.7 Section 5.1 shall be made from only out of the assets of the Partnership and no Partner shall have any personal liability therefor. The provisions of this Section 5.1 are for the benefit of the Indemnitees, their heirs, successors, assigns, personal representatives and administrators, and shall not be personally liable therefordeemed to create any rights for the benefit of any other Persons. The foregoing notwithstanding, the General Partner shall not be entitled to indemnification from the Partnership with respect to matters provided for in Sections 9.1 and 9.2 of the Formation Agreement. (b) Reasonable expenses incurred by an Indemnitee who is a party or witness in a proceeding shall be paid or reimbursed by the Partnership in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee's good faith belief that the standard of conduct necessary for indemnification by the Partnership, as authorized in this Section 5.1, has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount paid or reimbursed if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified hereunder. (c) The indemnification provided by this Section 5.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. The Partnership shall purchase and maintain insurance, on behalf of the Indemnitees, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. An Indemnitee shall not be denied indemnification in whole or in part under this Section 5.1 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. (d) For purposes of this Section 5.1, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 5.1; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a 25 purpose which is not opposed to the best interests of the Partnership.