Common use of Indemnification of the Partners Clause in Contracts

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 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 '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.