Common use of Indemnification of the Managers Clause in Contracts

Indemnification of the Managers. The Company will indemnify and hold harmless the Managers, their respective partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Managers within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the 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 Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Permitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by the Managers specifically for use therein, it being understood and agreed that the only such information furnished by the Managers consists of the information described as such in subsection (b) below.

Indemnification of the Managers. The Company will indemnify and hold harmless each of the Managers, their its respective partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Managers within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the 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 Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Permitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by the Managers specifically for use therein, it being understood and agreed that the only such information furnished by the Managers consists of the information described as such in subsection (b) below.

Indemnification of the Managers. The Company will Partnership shall indemnify and hold harmless each Manager, the Managers, their respective partners, members, directors, officers, employees, agents, affiliates employees and agents of such Manager and each person, if any, who controls the Managers such Manager within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), from and against any and all losses, claims, damages or liabilities, joint expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or severalproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which such Indemnified Party they, or any of them, may become subject, subject under the Act, the Exchange Act, Act or other federal Federal or state statutory law or regulation regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions in respect thereof) arise out of or are based upon on (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (or any Permitted Issuer Free Writing Prospectusamendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable, including all documents incorporated therein by reference, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus, and will reimburse each Indemnified Party for the Prospectus (or any legal amendment or other expenses reasonably incurred by such Indemnified Party supplement thereto) or any “issuer free writing prospectus” as defined in connection with investigating Rule 433 under the Act or defending against any such lossthe omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, claim, damage, liability, action, litigation, investigation or proceeding (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, with respect to any in the light of the above as such expenses are incurredcircumstances under which they were made, not misleading; provided, however, that the Company will Partnership shall not be liable in any such case to the extent that any such loss, claim, liability, expense or damage or liability arises out from the sale of or the Units in the public offering to any person by any Manager and is based upon on an untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon on and in conformity with written information relating to any Manager furnished in writing to the Company Partnership by the Managers specifically expressly for use thereininclusion in the Registration Statement, it being understood and agreed the Prospectus or any Permitted Free Writing Prospectus. This indemnity will be in addition to any liability that the only such information furnished by the Managers consists of the information described as such in subsection (b) belowPartnership might otherwise have.