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

Indemnification of the Partnership and the Limited Partners. The General Partner will indemnify and hold the Partnership and the Limited Partners harmless from and against any and all losses, damages and liabilities (including reasonable attorney's fees) which the Partnership or any Limited Partner may incur by reason of the past, present, or future actions or omissions of the General Partner or any of its Affiliates that constitute gross negligence or willful misconduct, fraud, malfeasance, breach of fiduciary duty or breach of any material provision of this Agreement that has a material adverse effect on the Apartment Housing, the Partnership, or any Limited Partner. (a) The General Partner has and shall maintain a net worth equal to at least $1,000,000 computed in accordance with generally accepted accounting principles. The General Partner shall be liable to the Limited Partner for any costs, damages, loss of profits, diminution in the value of its investment in the Partnership, or other losses, of every nature and kind whatsoever, direct or indirect, realized or incurred by the Limited Partner as a result of any material breach of the representations and warranties set forth in this Section 9.12.

Indemnification of the Partnership and the Limited Partners. The General Partner will indemnify and hold the Partnership and the Limited Partners harmless from and against any and all losses, damages and liabilities (including reasonable attorney's fees) which the Partnership or any Limited Partner may incur by reason of the past, present, or future actions or omissions of the General Partner or any of its Affiliates that constitute gross negligence or willful misconduct, fraud, malfeasance, breach of fiduciary duty or breach of any material provision of this Agreement that has a material adverse effect on the Apartment Housing, the Partnership, or any Limited Partner. (a) The General Partner has and shall maintain a net worth equal to at least $1,000,000 computed in accordance with generally accepted accounting principles. The General Partner shall be liable to the Limited Partner for any costs, damages, loss of profits, diminution in the value of its investment in the Partnership, or other losses, of every nature and kind whatsoever, direct or indirect, realized or incurred by the Limited Partner as a result of any material breach of the representations and warranties set forth in this Section 9.12.