Common use of Indemnification of the Partners Clause in Contracts

Indemnification of the Partners. The Partnership shall indemnify and hold harmless the General Partner, any Limited Partner, any Advisory Committee member and any member, partner, employee or agent of the General Partner, any Limited Partner or any Advisory Committee member and any employee or agent of the Partnership and/or the legal representatives of any of them, and each other person who may incur liability as a general partner in connection with the management of the Partnership or any corporation or other entity in which the Partnership has an investment, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, and as counsel fees) reasonably incurred by him or it in connection with the defense or disposition of any civil action, suit or other proceeding, in which he or it may be involved or with which he or it may be threatened, while a general partner or serving in such other capacity or thereafter, by reason of its being or having been a general 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 its office, or material breach of this Agreement. The Partnership shall advance, in the sole discretion of the General Partner, to the General Partner, any Limited Partner, any Advisory Committee member and any member, partner, employee or agent of the General Partner, any Limited Partner, any Advisory Committee member or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. The General Partner hereby agrees, and each member, partner, employee or agent of the General Partner and the Partnership 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 General Partner, any Limited Partner and each member, partner, employee or agent of the General Partner, any Limited Partner or the Partnership under this paragraph 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 paragraph or to which any indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no withdrawn General Partner, and no Limited Partner, shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 6.3 shall not be construed so as to provide for the indemnification of the General Partner, any Limited Partner, and Advisory Committee member or any member, partner, employee or agent of the General Partner, any Limited Partner or Advisory Committee member for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 6.3 to the fullest extent permitted by law.

Indemnification of the Partners. The Partnership shall indemnify and hold harmless the General Partner, any Limited Partner, any Advisory Committee member and any member, partner, employee or agent of the General Partner, any Limited Partner or any Advisory Committee member and any employee or agent of the Partnership and/or the legal representatives of any of them, and each other person who may incur liability as a general partner in connection with the management of the Partnership or any corporation or other entity in which the Partnership has an investment, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, and as counsel fees) reasonably incurred by him or it in connection with the defense or disposition of any civil action, suit or other proceeding, in which he or it may be involved or with which he or it may be threatened, while a general partner or serving in such other capacity or thereafter, by reason of its being or having been a general 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 its office, or material breach of this Agreement. The Partnership shall advance, in the sole discretion of the General Partner, to 44 the General Partner, any Limited Partner, any Advisory Committee member and any member, partner, employee or agent of the General Partner, any Limited Partner, any Advisory Committee member or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. The General Partner hereby agrees, and each member, partner, employee or agent of the General Partner and the Partnership 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 General Partner, any Limited Partner and each member, partner, employee or agent of the General Partner, any Limited Partner or the Partnership under this paragraph 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 paragraph or to which any indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no withdrawn General Partner, and no Limited Partner, shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 6.3 shall not be construed so as to provide for the indemnification of the General Partner, any Limited Partner, and Advisory Committee member or any member, partner, employee or agent of the General Partner, any Limited Partner or Advisory Committee member for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 6.3 to the fullest extent permitted by law.

Indemnification of the Partners. The Partnership shall indemnify and hold harmless the General Partner, any Limited Partner, any Advisory Committee member and any member, partner, employee or agent of the General Partner, any Limited Partner or any Advisory Committee member and any employee or agent of the Partnership and/or the legal representatives of any of them, and each other person who may incur liability as a general partner in connection with the management of the Partnership or any corporation or other entity in which the Partnership has an investment, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, and as counsel fees) reasonably incurred by him or it in connection with the defense or disposition of any civil action, suit or other proceeding, in which he or it may be involved or with which he or it may be threatened, while a general partner or serving in such other capacity or thereafter, by reason of its being or having been a general 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 its office, or material breach of this Agreement. The Partnership shall advance, in the sole discretion of the General Partner, to the General Partner, any Limited Partner, any Advisory Committee member and any member, partner, employee or agent of the General Partner, any Limited Partner, any Advisory Committee member or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. The General Partner hereby agrees, and each member, partner, employee or agent of the General Partner and the Partnership 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 43 General Partner, any Limited Partner and each member, partner, employee or agent of the General Partner, any Limited Partner or the Partnership under this paragraph 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 paragraph or to which any indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no withdrawn General Partner, and no Limited Partner, shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 6.3 shall not be construed so as to provide for the indemnification of the General Partner, any Limited Partner, and Advisory Committee member or any member, partner, employee or agent of the General Partner, any Limited Partner or Advisory Committee member for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 6.3 to the fullest extent permitted by law.

Indemnification of the Partners. (a) The Partnership shall indemnify and hold harmless the General Partner, any Limited Partner, any Advisory Committee member Partners and any member, partner, employee officer, employee, agent or agent affiliate of the General Partner, any Limited a Partner or any Advisory Committee member and any employee or agent of the Partnership and/or the legal representatives of any of them, and each other person who may incur liability as a general partner or otherwise in connection with the management of the Partnership or any corporation or other entity in which the Partnership has an investment, 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 defense or disposition of any civil action, suit or other proceeding, whether civil or criminal, in which he or it may be involved or with which he or it may be threatened, while a general partner Partner or serving in such other capacity or thereafter, by reason of its being or having been a general partnerPartner, 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 its his office, or material breach of this Agreementcriminal intent. The Partnership shall advance, in have the sole discretion right to approve any counsel selected by any indemnitee and to approve the terms of the General Partner, any proposed settlement. The Partnership shall advance to the General Partner, any Limited Partner, any Advisory Committee member a Partner and any member, partner, employee officer, employee, agent or agent affiliate of the General Partner, any Limited Partner, any Advisory Committee member a Partner or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceedingproceeding upon receipt of an undertaking by or on behalf of the party receiving such advance to repay such advance if it shall ultimately be determined that the party receiving such advance is not entitled to indemnification under this Agreement. The General Each Partner hereby agrees, and each member, partner, employee officer, employee, agent or agent affiliate of the General Partner and or the Partnership 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 SectionSection 8.1(a). The rights accruing to a General Partner, any Limited Partner and each member, partner, employee officer, employee, agent or agent affiliate of the General Partner, any Limited a Partner or the Partnership under this paragraph Section 8.1(a) 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 paragraph Section 8.1(a) or to which any indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership, Partnership and no withdrawn General Partner, and no Limited Partner, Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 6.3 8.1(a) shall not be construed so as to provide for the indemnification of the General Partner, any Limited Partner, and Advisory Committee member a Partner or any member, partner, employee officer, employee, agent or agent affiliate of the General Partner, any Limited a Partner or Advisory Committee member the Partnership for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 6.3 8.1(a) to the fullest extent permitted by law.

Indemnification of the Partners. The Partnership shall indemnify and hold harmless the General PartnerRepresentative Partners, any Limited Partnerthe Members, any Advisory Committee member the Partners and any membertheir Affiliates, partnerand their respective partners, employee or agent of the General Partnershareholders, any Limited Partner or any Advisory Committee member directors, officers, employees and any employee or agent of the Partnership agents and/or the legal representatives of any of them, and each other person Person who may incur liability as a general partner Partner or otherwise in connection with the management or ownership of the Partnership or Partnership, any corporation or other entity in which the Partnership has an investmentinterest 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 civil action, suit or other proceeding, whether civil or criminal, in which he or it any Indemnified Party may be involved or with which he or it may be threatened, while a general partner Partner or serving in such other capacity or thereafter, by reason of its being or having been a general partnerPartner, 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 its his office, or material breach of this Agreementcriminal intent. The Partnership shall advance, in have the sole discretion right to approve any counsel selected by any Indemnified Party and to approve the terms of the General Partner, any proposed settlement. The Partnership shall advance to the General Partner, any Limited Partner, any Advisory Committee member and any member, partner, employee Indemnified Party or agent of the General Partner, any Limited Partner, any Advisory Committee member or the Partnership Partner reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. The General Each Partner hereby agrees, and each member, partner, employee or agent of the General Partner and the Partnership 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 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 General Partner, any Limited Partner and each member, partner, employee or agent of the General Partner, any Limited Partner or the Partnership other Indemnified Party under this paragraph Section 7.1 shall not exclude any other right to which it or they may be lawfully entitled; provided, provided that any right of indemnity or reimbursement granted in this paragraph Section 7.1 or to which any indemnified party Indemnified Party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no withdrawn General Partner, Partner and no Limited Partner, withdrawn Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 6.3 7.1 shall not be construed so as to provide for the indemnification of the General Partner, any Limited Partner, and Advisory Committee member a Partner or any member, partner, employee or agent of the General Partner, any Limited Partner or Advisory Committee member other Indemnified Party for any liability to the extent (but only to the extent) that (a) such liability arises out of a Partner's or any Indemnified Party's indemnification obligations under Article 8 of the Organization Agreement or (b) such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 6.3 7.1 to the fullest extent permitted by law.

Indemnification of the Partners. (a) The Partnership shall indemnify and hold harmless the General Partner, any Limited Partner, any Advisory Committee member Partners and any member, partner, employee officer, employee, agent or agent affiliate of the General Partner, any Limited a Partner or any Advisory Committee member and any employee or agent of the Partnership and/or the legal representatives of any of them, and each other person who may incur liability as a general partner or otherwise in connection with the management of the Partnership or any corporation or other entity in which the Partnership has an investment, 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 defense or disposition of any civil action, suit or other proceeding, whether civil or criminal, in which he or it may be involved or with which he or it may be threatened, while a general partner Partner or serving in such other capacity or thereafter, by reason of its being or having been a general partnerPartner, 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 its his office, or material breach of this Agreementcriminal intent. The Partnership shall advance, in have the sole discretion right to approve any counsel selected by any indemnitee and to approve the terms of the General Partner, any proposed settlement. The Partnership shall advance to the General Partner, any Limited Partner, any Advisory Committee member a Partner and any member, partner, employee officer, employee, agent or agent affiliate of the General Partner, any Limited Partner, any Advisory Committee member a Partner or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceedingproceeding upon receipt of an undertaking by or on behalf of the party receiving such advance to repay such advance if it shall ultimately be determined that the party receiving such advance is not entitled to indemnification under this Agreement. The General Each Partner hereby agrees, and each member, partner, employee officer, employee, agent or agent affiliate of the General Partner and or the Partnership 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 SectionSection 8.1(a). The rights accruing to a General Partner, any Limited Partner and each member, partner, employee officer, employee, agent or agent affiliate of the General Partner, any Limited a Partner or the Partnership under this paragraph Section 8.1(a) 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 paragraph Section 8.1(a) or to which any indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no withdrawn General Partner, and no Limited Partner, shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 6.3 shall not be construed so as to provide for the indemnification of the General Partner, any Limited Partner, and Advisory Committee member or any member, partner, employee or agent of the General Partner, any Limited Partner or Advisory Committee member for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 6.3 to the fullest extent permitted by law.party

Indemnification of the Partners. The Partnership shall indemnify and hold harmless the General PartnerMembers, any Limited Partnerthe Partners and their Affiliates, any Advisory Committee member and any membertheir respective partners, partnershareholders, employee or agent of the General Partnerdirectors, any Limited Partner or any Advisory Committee member officers, employees and any employee or agent of the Partnership agents and/or the legal representatives of any of them, and each other person Person who may incur liability as a general partner Partner or otherwise in connection with the management or ownership of the Partnership or any corporation or other entity in which the Partnership has an investmentinterest (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 civil action, suit or other proceeding, whether civil or criminal, in which he or it any Indemnified Party may be involved or with which he or it may be threatened, while a general partner Partner or serving in such other capacity or thereafter, by reason of its being or having been a general partnerPartner, 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 its his office, or material breach of this Agreementcriminal intent. The Partnership shall advance, in have the sole discretion right to approve any counsel selected by any Indemnified Party and to approve the terms of the General Partner, any proposed settlement. The Partnership shall advance to the General Partner, any Limited Partner, any Advisory Committee member and any member, partner, employee Indemnified Party or agent of the General Partner, any Limited Partner, any Advisory Committee member or the Partnership Partner reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding. The General Each Partner hereby agrees, and each member, partner, employee or agent of the General Partner and the Partnership 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 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 General Partner, any Limited Partner and each member, partner, employee or agent of the General Partner, any Limited Partner or the Partnership other Indemnified Party under this paragraph Section 7.1 shall not exclude any other right to which it or they may be lawfully entitled; provided, provided that any right of indemnity or reimbursement granted in this paragraph Section 7.1 or to which any indemnified party Indemnified Party may be otherwise entitled may only be satisfied out of the assets of the Partnership, and no withdrawn General Partner, Partner and no Limited Partner, withdrawn Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 6.3 7.1 shall not be construed so as to provide for the indemnification of the General Partner, any Limited Partner, and Advisory Committee member a Partner or any member, partner, employee or agent of the General Partner, any Limited Partner or Advisory Committee member other Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 6.3 7.1 to the fullest extent permitted by law.