Common use of Indemnification of the Partnership and the Limited Partners Clause in Contracts

Indemnification of the Partnership and the Limited Partners. (a) The General Partners will indemnify and hold the Partnership and the Limited Partners harmless from and against any and all losses, damages and liabilities which the Partnership or any Limited Partner may incur by reason of the (a) past, present or future actions or omissions of the General Partner or any of their Affiliates, or (b) any liabilities to which either the Partnership or the Apartment Complex is subject; provided, however, that the foregoing indemnification shall not apply to (i) any Mortgage or (ii) necessary contractual obligations incurred pursuant to FmHA requirements in connection with the operation of the Apartment Complex in the ordinary course of business. (b) Notwithstanding the foregoing, no General Partner shall be liable to a Limited Partner or the Partnership for any act or omission for which the Partnership is required to indemnify such General Partner under Section 6.8. (c) The General Partners shall indemnify, defend, and hold the Investment Limited Partner harmless from and against any claim brought or threatened against the Investment Limited Partner or loss (as well as from any and all attorneys' fees and expenses incurred in connection with any such claim or loss) on account of the presence of any Hazardous Material at the Apartment Complex. Any claim or loss described in the immediately preceding sentence may be defended, compromised, settled, or pursued by the Investment Limited Partner with counsel of the Investment Limited Partners' selection, but at the expense of the General Partners. Notwithstanding anything else set forth herein, this indemnification shall survive the withdrawal of any General Partner and/or the termination of this Agreement.

Indemnification of the Partnership and the Limited Partners. (a) The General Partners Partner will indemnify and hold the Partnership and the Limited Partners harmless from and against any and all losses, damages and liabilities Adverse Consequences which the Partnership or any Limited Partner may incur by reason of (i) the (a) past, present or future actions or omissions of the General Partner or any of their Affiliatesits Affiliates constituting gross negligence or willful misconduct, or (bii) any liabilities to which either the Partnership or the Apartment Complex is subject; provided, however, that the foregoing indemnification shall not apply to subject other than (ix) any Mortgage or (iiy) necessary contractual obligations incurred pursuant to FmHA the requirements of any Agency or Lender in connection with the operation of the Apartment Complex in the ordinary course of business. (b) Notwithstanding the foregoing, no General Partner shall be liable to a Limited Partner or the Partnership for any act or omission for which the Partnership is required to indemnify such General Partner under Section 6.8., except as provided by Article V. (c) The General Partners Partner shall indemnify, defend, and hold the Investment Limited Partner Partners harmless on an after-tax basis from and against any claim brought Adverse Consequences related to or threatened against the Investment Limited Partner or loss (as well as from any and all attorneys' fees and expenses incurred in connection with any such claim or loss) on account arising out of the presence of any Hazardous Material at the Apartment ComplexComplex (other than any Adverse Consequences resulting from the acts or omissions of the Limited Partners). Any claim or loss described in the immediately preceding sentence may be defended, compromised, settled, or pursued by the Investment Limited Partner Partners with counsel of the Investment Limited Partners' selection, but at the expense of the General PartnersPartner. Notwithstanding anything else set forth herein, this indemnification shall survive the withdrawal of any General Partner and/or the termination of this Agreement.

Indemnification of the Partnership and the Limited Partners. (a) The General Partners will indemnify and hold the Partnership and the Limited Partners harmless from and against any and all losses, damages and liabilities which the Partnership or any Limited Partner may incur by reason of the (a) past, present or future actions or omissions of the General Partner Partners or any of their Affiliates, or (b) any liabilities to which either the Partnership or the Apartment Complex is subject; provided, however, that the foregoing indemnification shall not apply to (i) any Mortgage the Mortgages or (ii) necessary contractual obligations incurred pursuant to FmHA Agency or Lender requirements in connection with the operation of the Apartment Complex in the ordinary course of business. (b) Notwithstanding the foregoing, no the General Partner Partners shall not be liable to a Limited Partner or the Partnership for any act or omission for which the Partnership is required to indemnify such the General Partner Partners under Section 6.8. (c) The General Partners shall indemnify, defend, and hold the Investment Limited Partner harmless from and against any claim brought or threatened against the Investment Limited Partner or loss (as well as from any and all attorneys' fees and expenses incurred in connection with any such claim or loss) on account of the presence of any Hazardous Material at the Apartment Complex. Any claim or loss described in the immediately preceding sentence may be defended, compromised, settled, or pursued by the Investment Limited Partner with counsel of the Investment Limited Partners' selection, but at the expense of the General Partners. Notwithstanding anything else set forth herein, this indemnification shall survive the withdrawal of any the General Partner Partners and/or the termination of this Agreement.

Indemnification of the Partnership and the Limited Partners. (a) The General Partners will indemnify and hold the Partnership and the Limited Partners harmless from and against any and all losses, damages and liabilities which the Partnership or any Limited Partner may incur by reason of the (a) past, present or future actions or omissions of the General Partner or any of their Affiliates, or (b) any liabilities to which either the Partnership or the Apartment Complex is subject; provided, however, that the foregoing indemnification shall not apply to (i) any Mortgage or (ii) necessary contractual obligations incurred pursuant to FmHA RECD requirements in connection with the operation of the Apartment Complex in the ordinary course of business. (b) Notwithstanding the foregoing, no General Partner shall be liable to a Limited Partner or the Partnership for any act or omission for which the Partnership is required to indemnify such General Partner under Section 6.8. (c) The General Partners shall indemnify, defend, and hold the Investment Limited Partner harmless from and against any claim brought or threatened against the Investment Limited Partner or loss (as well as from any and all attorneys' fees and expenses incurred in connection with any such claim or loss) on account of the presence of any Hazardous Material at the Apartment Complex. Any claim or loss described in the immediately preceding sentence may be defended, compromised, settled, or pursued by the Investment Limited Partner with counsel of the Investment Limited Partners' selection, but at the expense of the General Partners. Notwithstanding anything else set forth herein, this indemnification shall survive the withdrawal of any General Partner and/or the termination of this Agreement.

Indemnification of the Partnership and the Limited Partners. (a) The General Partners will indemnify and hold the Partnership and the Limited Partners harmless from and against any and all losses, damages and liabilities which the Partnership or any Limited Partner may incur by reason of the (a) past, present or future actions or omissions of the General Partner Partners or any of their Affiliates, or (b) any liabilities to which either the Partnership or the Apartment Complex is subject; provided, however, that the foregoing indemnification shall not apply to (i) any Mortgage or (ii) necessary contractual obligations incurred pursuant to FmHA Agency or Lender requirements in connection with the operation of the Apartment Complex in the ordinary course of business. (b) Notwithstanding the foregoing, no General Partner shall be liable to a Limited Partner or the Partnership for any act or omission for which the Partnership is required to indemnify such General Partner under Section 6.86.9. (c) The Managing General Partners Partner shall indemnify, defend, and hold the Investment Limited Partner Partners harmless from and against any claim brought or threatened against the Investment any Limited Partner or loss (as well as from any and all attorneys' fees and expenses incurred in connection with any such claim or loss) on account of the presence of any Hazardous Material at the Apartment Complex. Any claim or loss described in the immediately preceding sentence may be defended, compromised, settled, or pursued by the Investment Limited Partner Partners with counsel of the Investment Limited Partners' selection, but at the expense of the Managing General PartnersPartner. Notwithstanding anything else set forth herein, this indemnification shall survive the withdrawal of any General Partner and/or the termination of this Agreement.

Indemnification of the Partnership and the Limited Partners. (a) The General Partners will indemnify and hold the Partnership and the Limited Partners harmless from and against any and all losses, damages and liabilities which the Partnership or any Limited Partner may incur by reason of the (a) past, present or future actions or omissions of the General Partner Partners or any of their Affiliates, or (b) any liabilities to which either the Partnership or the Apartment Complex is subject; provided, however, that the foregoing indemnification shall not apply to (i) any Mortgage or (ii) necessary contractual obligations incurred pursuant to FmHA Lender requirements in connection with the operation of the Apartment Complex in the ordinary course of business. (b) Notwithstanding the foregoing, no General Partner shall be liable to a Limited Partner or the Partnership for any act or omission for which the Partnership is required to indemnify such General Partner under Section 6.8. (c) The General Partners shall indemnify, defend, and hold the Investment Limited Partner Partners harmless from and against any claim brought or threatened against the Investment any Limited Partner or loss (as well as from any and all reasonable attorneys' fees and expenses incurred in connection with any such claim or loss) on account of the presence of any Hazardous Material at the Apartment Complex. Any claim or loss described in the immediately preceding sentence may be defended, compromised, settled, or pursued by the Investment Limited Partner Partners with counsel of the Investment Limited Partners' selection, but at the expense of the General Partners. Notwithstanding anything else set forth herein, this indemnification shall survive the withdrawal of any General Partner and/or the termination of this Agreement.

Indemnification of the Partnership and the Limited Partners. (a) The General Partners will indemnify and hold the Partnership and the Limited Partners harmless from and against any and all losses, damages and liabilities which the Partnership or any Limited Partner may incur by reason of the (a) past, present or future actions or omissions of the General Partner or any of their Affiliates, or (b) any liabilities to which either the Partnership or the Apartment Complex is subject; provided, however, that the foregoing indemnification shall not apply to (i) any Mortgage or (ii) necessary contractual obligations incurred pursuant to FmHA Agency or Lender requirements in connection with the operation of the Apartment Complex in the ordinary course of business. (b) Notwithstanding the foregoing, no General Partner shall be liable to a Limited Partner or the Partnership for any act or omission for which the Partnership is required to indemnify such General Partner under Section 6.8. (c) The General Partners shall indemnify, defend, and hold the Investment Limited Partner harmless from and against any claim brought or threatened against the Investment Limited Partner or loss (as well as from any and all attorneys' ', fees and expenses incurred in connection with any such claim or loss) on account of the presence of any Hazardous Material at the Apartment Complex. Any claim or loss described in the immediately preceding sentence may be defended, compromised, settled, or pursued by the Investment Limited Partner with counsel of the Investment Limited Partners' selection, but at the expense of the General Partners. Notwithstanding anything else set forth herein, this indemnification shall survive the withdrawal of any General Partner and/or the termination of this Agreement.

Indemnification of the Partnership and the Limited Partners. (a) The General Partners Partner will indemnify and hold the Partnership and the Limited Partners harmless from and against any and all losses, damages and liabilities Adverse Consequences which the Partnership or any Limited Partner may incur by reason of (i) the (a) past, present or future actions or omissions of the General Partner or any of their Affiliatesits Affiliates constituting gross negligence or willful misconduct, or (bii) any liabilities to which either the Partnership or the Apartment Complex is subject; provided, however, that the foregoing indemnification shall not apply to subject other than (ix) any Mortgage or (iiy) any payables or necessary contractual obligations incurred pursuant to FmHA the requirements of any Agency or Lender in connection with the operation of the Apartment Complex in the ordinary course of business. (b) Notwithstanding the foregoing, no General Partner shall be liable to a Limited Partner or the Partnership for any act or omission for which the Partnership is required to indemnify such General Partner under Section 6.8., except as provided by Article V. (c) The General Partners Partner shall indemnify, defend, and hold the Investment Limited Partner Partners harmless on an after-tax basis from and against any claim brought Adverse Consequences related to or threatened against the Investment Limited Partner or loss (as well as from any and all attorneys' fees and expenses incurred in connection with any such claim or loss) on account arising out of the presence of any Hazardous Material at the Apartment ComplexComplex (other than any Adverse Consequences resulting from the acts or omissions of the Limited Partners). Any claim or loss described in the immediately preceding sentence may be defended, compromised, settled, or pursued by the Investment Limited Partner Partners with counsel of the Investment Limited Partners' selection, but at the expense of the General PartnersPartner. Notwithstanding anything else set forth herein, this indemnification shall survive the withdrawal of any General Partner and/or the termination of this Agreement.

Indemnification of the Partnership and the Limited Partners. (a) The General Partners Partner will indemnify and hold the Partnership and the Limited Partners harmless from and against any and all losses, damages and liabilities Adverse Consequences which the Partnership or any Limited Partner may incur by reason of (i) the (a) past, present or future actions or omissions of the General Partner or any of their Affiliatesits Affiliates constituting gross negligence or willful misconduct, or (bii) any liabilities to which either the Partnership or the Apartment Complex is subject; provided, however, that the foregoing indemnification shall not apply to subject other than (ix) any Mortgage Loan Documents or (iiy) any payables or necessary contractual obligations incurred pursuant to FmHA the requirements of any Agency or Lender in connection with the operation of the Apartment Complex in the ordinary course of business. (b) Notwithstanding the foregoing, no General Partner shall be liable to a Limited Partner or the Partnership for any act or omission for which the Partnership is required to indemnify such General Partner under Section 6.8, except as provided by Sections 5.1(e), (f) and (g) and 5. (c) The General Partners Partner shall indemnify, defend, and hold the Investment Limited Partner Partners harmless from and against any claim brought Adverse Consequences related to or threatened against the Investment Limited Partner or loss (as well as from any and all attorneys' fees and expenses incurred in connection with any such claim or loss) on account arising out of the presence of any Hazardous Material at the Apartment ComplexComplex (other than any Adverse Consequences resulting from the acts or omissions of the Limited Partners or those arising out of items expressly disclosed in the Phase I Environmental Reports and not otherwise expressly required by this Agreement to be abated or remediated). Any claim or loss described in the immediately preceding sentence may be defended, compromised, settled, or pursued by the Investment Limited Partner Partners with counsel of the Investment Limited Partners' selection, but at the expense of the General PartnersPartner. Notwithstanding anything else set forth herein, this indemnification shall survive the withdrawal of any General Partner and/or the termination of this Agreement.

Indemnification of the Partnership and the Limited Partners. (a) The General Partners will indemnify and hold the Partnership and the Limited Partners harmless from and against any and all losses, damages and liabilities which the Partnership or any Limited Partner may incur by reason of the (a) past, present or future actions or omissions of the General Partner or any of their Affiliates, or (b) any liabilities to which either the Partnership or the Apartment Complex is subject; provided, however, that the foregoing indemnification shall not apply to (i) any Mortgage or (ii) necessary contractual obligations incurred pursuant to FmHA RECD requirements in connection with the operation of the Apartment Complex in the ordinary course of business. (b) Notwithstanding the foregoing, no General Partner shall be liable to a Limited Partner or the Partnership for any act or omission for which the Partnership is required to indemnify such General Partner under Section 6.8. (c) The General Partners shall indemnify, defend, and hold the Investment Limited Partner harmless from and against any claim brought or threatened against the Investment Limited Partner or loss (as well as from any and all attorneys' fees and expenses incurred in connection with any such claim or loss) on account of the presence of any Hazardous Material at the Apartment Complex. Any claim or loss described in the immediately preceding sentence may be defended, compromised, settled, or pursued by the Investment Limited Partner with counsel of the Investment Limited Partners' Partner's selection, but at the expense of the General Partners. Notwithstanding anything else set forth herein, this indemnification shall survive the withdrawal of any General Partner and/or the termination of this Agreement.