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.
Appears in 4 contracts
Samples: Partnership Agreement, Partnership Agreement, Partnership Agreement
