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, except acts undertaken in their capacity as General Partner of the Partnership 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 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 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, except acts undertaken in their capacity as General Partner of the Partnership or (b) any liabilities to which either the Partnership or the Apartment Complex Partnership Property is subject; provided, however, that the foregoing indemnification shall not apply to (i) any Mortgage or (ii) necessary contractual obligations incurred pursuant to Agency or Lender requirements in connection with the operation of the Apartment Complex Partnership Property 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 ComplexPartnership Property. 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 Part- ners or any of their AffiliatesAffiliates constituting gross negligence or misconduct, except acts undertaken in their capacity as General Partner of the Partnership 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 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 Partners harmless from and against any claim brought or threatened against the Investment Limited Partner Partners 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, compromisedcompro- mised, 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 with- drawal 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, except acts undertaken in their capacity as General Partner of the Partnership 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 the Land Mortgage, the Construction Mortgage or the Permanent Mortgage or (ii) necessary contractual obligations incurred pursuant to Agency MHDC 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 Partners harmless from and against any claim brought or threatened against the Investment Limited Partner Partners 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 General Partners. Notwithstanding anything else set forth herein, this indemnification shall survive the withdrawal with- drawal of any General Partner and/or the termination of this Agreement.