Indemnification of the Partners. The Partnership shall indemnify and hold harmless the Representative Partners, the Members, the Partners and their Affiliates, and their respective partners, shareholders, directors, officers, employees and agents and/or the legal representatives of any of them, and each other Person who may incur liability as a Partner or otherwise in connection with the management or ownership of the Partnership, any entity in which the Partnership has an interest or any Licensed System (each, an "Indemnified Party"), against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which any Indemnified Party may be involved or with which he or it may be threatened, while a Partner or serving in such other capacity or thereafter, by reason of its being or having been a Partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his office, or criminal intent. The Partnership shall have the right to approve any counsel selected by any Indemnified Party and to approve the terms of any proposed settlement. The Partnership shall advance to any Indemnified Party or Partner reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. Each Partner hereby agrees, and each other Indemnified Party shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such Indemnified Party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section. The rights accruing to a Partner and each other Indemnified Party under this Section 7.1 shall not exclude any other right to which it or they may be lawfully entitled; provided that any right of indemnity or reimbursement granted in this Section 7.1 or to which any Indemnified Party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no Partner and no withdrawn Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary...
Indemnification of the Partners. The Partners shall be jointly and severally indemnified and held harmless by the Partnership and by each other to the extent of each Partner's individual ownership in the Partnership from and against any and all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever, arising out of or incidental to the management of the Partnership affairs or to any Persons acting as an employee while in the course of managing the Partnership affairs; provided, however, that no Partner shall be entitled to indemnification hereunder where the claim at issue is based upon any of the following:
(a) A matter entirely unrelated to such Partner's management of the Partnership affairs.
(b) The proven gross negligence, misconduct, fraud or bad faith of such Partner.
(c) The proven breach by such Partner of any provisions of this Agreement. The indemnification rights herein contained shall be cumulative of, and in addition to, any and all other rights, remedies, and resources to which the Partners, shall be entitled, whether pursuant to some other provisions of this Agreement, at law or in equity.
Indemnification of the Partners. The Partnership shall indemnify and hold harmless the Partners and their respective partners and/or their respective officers, directors, employees, agents, Affiliates (individually, an “Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the Business of the Partnership (excluding liabilities to any Partner), regardless of whether the Indemnitee continues to be a Partner, or an officer, director, employee, agent or Affiliate of the Partner at the time any such liability or expense is paid or incurred, if the Indemnitee’s conduct did not constitute fraud, willful misconduct or gross negligence and if the Indemnitee acted in a manner it believed to be commercially reasonable and in good faith and in the best interests of the Partnership.
Indemnification of the Partners. The Partnership shall indemnify and hold harmless the Partners and the partners, employees and agents of the Partners from and against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromises, as fines and penalties, and as counsel fees) reasonably incurred by any of them in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which they may be involved or with which they may be threatened, as a Partner or partner, employee or agent of a Partner or otherwise in connection with the management of the Partnership, or by reason of being or having been a Partner or partner, employee or agent of a Partner, or by serving in such other capacity, except with respect to any matter as to which they shall have acted in willful misconduct, bad faith, in a grossly negligent manner or with reckless disregard of the duties of their office, or with criminal intent.
Indemnification of the Partners. 15 6.4 Exculpation . . . . . . . . . . . . . . . . . . . . . . . . 15
Indemnification of the Partners. 1. The Partners (individually referred to in this Section IV.C. as "Indemnitee") shall each, to the extent permitted by law, be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liability, joint and several, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, costs, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of his or her status as a Partner or his or her management of the affairs of the Partnership, or which relate to the Partnership, its property, business or affairs, whether or not the Indemnitee continues to be a Partner at the time any such liability or expense is paid or incurred, if the Indemnitee acted in good faith and in a manner he or it reasonably believed to be in, or not opposed to, the best interests of the Partnership, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not of itself create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Partnership or a presumption that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful.
2. An Indemnitee shall not be entitled to indemnification under this Section IV.C. with respect to any claim, issue or matter in which he, she or it has violated an express provision of this Agreement or been adjudged liable for gross negligence or willful misconduct.
3. Expenses (including legal fees and expenses) incurred in defending any proceeding shall be paid by the Partnership in advance of the final disposition of such proceeding upon receipt of (a) an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that the Indemnitee is not entitled to be indemnified by the Partnership as authorized hereunder and (b) reasonable proof of his, her or its ability to make such repayment.
4. The indemnification provided by this Section IV.C. shall be in addition to any other rights to which those indemnified may be entitl...
Indemnification of the Partners. (a) Subject to Section 6.l(e), the Partnership, its receiver or its trustee (in the case of its receiver or trustee, to the extent of Partnership Property) shall indemnify, save harmless, and pay all Expenses of the General Partner or any officers, directors, members, managers, employees or agents of the General Partner relating to any Expenses incurred by reason of any act performed or omitted to be performed by such General Partner, officer, director, member, manager, employee or agent in connection with the business of the Partnership.
(b) Subject to Section 6.l(e), in the event of any action by a Limited Partner against the General Partner or officer, director, member, manager, employee or agent of the General Partner, including a Partnership derivative suit, the Partnership, its receiver or its trustee (in the case of a receiver or trustee, to the extent of Partnership Property) shall indemnify, save harmless, and pay all Expenses of the General Partner, officer, director, member, manager, employee or agent, incurred in the defense of such action, provided that the General Partner, officer, director, member, manager, employee or agent obtains a non-appealable judgment in its favor in such action.
(c) Subject to Section 6.1(e), the Partnership, its receiver or its trustee (in the case of its receiver or trustee, to the extent of Partnership Property) shall indemnify, save harmless, and pay all Expenses of a Limited Partner or any officers, directors, members, managers, employees or agents of the Limited Partner relating to any liability or obligation of the Partnership to any third-party in connection with the Business of the Partnership; provided, however, that nothing under this Section 6.1(c) shall relieve any Limited Partner of its obligations under this Agreement.
(d) Subject to Section 6.l(e), the Partnership its receiver or its trustee (in the case of a receiver or trustee, to the extent of Partnership Property) shall indemnify, save harmless, and pay all Expenses of any General Partner incurred in connection with such Partner having made, for the benefit of the Partnership, any deposit, acquired any option, or made any other similar payment or assumed any obligation in accordance with this Agreement and in connection with the acquisition of any property by the Partnership.
(e) Section 6.1, (a), (b),(c) and (d) shall be enforced only to the maximum extent permitted by law and a Partner shall not be indemnified for or from any liability for fraud...
Indemnification of the Partners. (a) Unless otherwise provided in Section 5.05(e) and subject to Section 5.05(f), the Partnership, its receiver or its trustee (in the case of its receiver or trustee, to the extent of Partnership Property) shall indemnify, save harmless, and pay all Expenses of any Partner, any Partner's partner, any partners, stockholders, officers, directors, employees or agents of any of them relating to any Expenses incurred by reason of any act performed or omitted to be performed by any Partner, or officer, director, employee or agent of any Partner in connection with the business of the Partnership. 38
Indemnification of the Partners. The Purchaser shall, up to an aggregate maximum of $3,000,000, indemnify, defend and hold harmless the Partners (and their respective directors, officers, employees and affiliates) from and against any and all "Partner Losses" as hereafter defined. "Partner Losses" means any and all claims, liabilities, losses, damages, reasonable costs and expenses, including reasonable attorneys' fees and court costs and expenses incurred (i) by the Partnership where the result is a diminution of the Fair Value (as defined in the Restated Partnership Agreement) of the Partners' interest in the Partnership including, without limitation, a diminution in cash distributions, or (ii) by the Partners, that results in either case, from the breach of a representation or warranty of the Purchaser under this Agreement. Notwithstanding the foregoing, no indemnification obligation of the Purchaser for Partner Losses shall arise under this Section 14.1 until such time as the Partner Losses, in the aggregate, exceed $300,000.
Indemnification of the Partners. (a) Unless otherwise provided in Section 5.05(d) hereof and subject to Section 5.05(e) hereof, the Partnership, its receiver or its trustee (in the case of its receiver or trustee, to the extent of Partnership Property) shall indemnify, save harmless, and pay all Expenses of any Partner, any Partner’s partner, any partners, stockholders, officers, directors, employees or agents of any of them relating to any Expenses incurred by reason of any act performed or omitted to be performed by any Partner, or officer, director, employee or agent of any Partner in connection with the business of the Partnership.
(b) Unless otherwise provided in Section 5.05(d) hereof and subject to Section 5.05(e) hereof, in the event of any action by the Limited Partner against the General Partner or officer or director of the General Partner, including a Partnership derivative suit, the Partnership, its receiver or its trustee (in the case of a receiver or trustee, to extent of Partnership Property) shall indemnify, save harmless, and pay all Expenses of the General Partner, officer or director incurred in the defense of such action; provided that the General Partner, officer or director obtains a favorable final nonappealable judgment, in such action.
(c) All indemnities provided for in this Agreement shall survive the transfer of a Partner’s Interest.
(d) Sections 5.05(a), 5.05(b) and 5.05(c) hereof shall be enforced only to the maximum extent permitted by law and no Partner shall be indemnified from any liability for the fraud, willful misconduct, bad faith, or gross negligence of itself or any of its Affiliates.
