Common use of Indemnification; Reimbursement of Expenses; Insurance Clause in Contracts

Indemnification; Reimbursement of Expenses; Insurance. To the fullest extent permitted by the Act: the Partnership shall hold harmless, indemnify and defend the General Partner from all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever, including the reasonable fees and actual expenses of the General Partner's counsel, which arise, result from or relate to any threatened, pending or completed action, suit or proceeding ("Proceeding"), relating to the ownership or operation of the Project or the business of the Partnership (other than claims and liabilities excluded below), including, without limitation, expenses incurred by the General Partner (1) in advance of the final disposition of any Proceeding to which such General Partner was, is or is threatened to be made a party, and (2) in connection with its as a witness or other participation in any Proceeding. The foregoing indemnity shall also extend to any Affiliate of the General Partner (including Cedar Income Fund Partnership, L.P. and Cedar Income Fund Ltd.) which may execute an environmental indemnity in favor of the holder of the Mortgage Loan such that such Affiliate shall be reimbursed by the Partnership (prior to distributions to Partners) for any amount paid on account of such environmental indemnity. The foregoing indemnity shall also extend to any brokerage commissions or finder's fees claimed by any broker or other party against the General Partner in connection with the Project, or any of the transactions contemplated by this Agreement. The Partnership shall indemnify and advance expenses to an Officer, employee or agent of the Partnership to the same extent and subject to the same conditions under which it may indemnify and advance expenses to General Partners under the preceding sentence. The provisions of this Section 4.9 shall not be exclusive of any other right under any law, provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting gross negligence, willful misconduct or bad faith, or involving a breach of this Agreement, but shall apply to actions constituting simple negligence. The Partnership may purchase and maintain insurance to protect itself and any General Partner, officer, employee or agent of the Partnership, whether or not the Partnership would have the power to indemnify such Person under this Section 4.9. This indemnification obligation shall be limited to the assets of Partnership and no Partner shall be required to make a Capital Contribution in respect thereof.

Indemnification; Reimbursement of Expenses; Insurance. (a) To the fullest extent permitted by the Act: (1) the Partnership Company shall hold harmlessindemnify the Managing Member, indemnify the Administrative Member and defend the General Partner from all losseseach Member who was, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs is or disbursements of any kind or nature whatsoever, including the reasonable fees and actual expenses of the General Partner's counsel, which arise, result from or relate is threatened to be made a party to any threatened, pending or completed action, suit or proceeding ("“Proceeding"”), relating to the ownership any appeal therein, or operation any inquiry or investigation preliminary thereto by reason of the Project fact that such Member is or was a Managing Member, Administrative Member or a Member, and (2) the business of the Partnership (other than claims and liabilities excluded below)Company shall pay or reimburse any Managing Member, includingAdministrative Member, without limitation, or any Member for expenses incurred by such Member as approved by the General Partner Managing Member: (1A) in advance of the final disposition of any a Proceeding to which such General Partner Managing Member, Administrative Member, or Member was, is or is threatened to be made a party, and (2B) in connection with its such Member’s appearance as a witness or other participation in any Proceeding. The foregoing indemnity shall also extend to any Affiliate of the General Partner (including Cedar Income Fund Partnership, L.P. and Cedar Income Fund Ltd.) which may execute an environmental indemnity in favor of the holder of the Mortgage Loan such that such Affiliate shall be reimbursed by the Partnership (prior to distributions to Partners) for any amount paid on account of such environmental indemnity. The foregoing indemnity shall also extend to any brokerage commissions or finder's fees claimed by any broker or other party against the General Partner in connection with the Project, or any of the transactions contemplated by this Agreement. The Partnership Company shall indemnify and advance expenses to an Officerofficer, employee or agent of the Partnership Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to General Partners Members under the preceding sentence. The provisions of this Section 4.9 4.11 shall not be exclusive of any other right under any law, provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions of any such Person constituting gross negligence, willful misconduct or bad faith, or involving a breach of this Agreement, but shall apply to actions constituting simple negligence. The Partnership Company may purchase and maintain insurance to protect itself itself, and any General PartnerMember, officer, employee or agent of the PartnershipCompany, whether or not the Partnership Company would have the power to indemnify such Person under this Section 4.94.11. This indemnification obligation shall be limited to the assets of Partnership Company and no Partner Member shall be required to make a Capital Contribution or loan in respect thereof. (b) Each Member agrees to indemnify, defend and hold harmless the Company and the other Members from any loss, claim, damage or liability resulting from actions of such Member constituting gross negligence, willful misconduct or bad faith or actions taken outside the scope of authority provided under this Agreement.

Indemnification; Reimbursement of Expenses; Insurance. (a) To the fullest extent permitted by the Act: (1) the Partnership Company shall hold harmlessindemnify the Managing Member and each Member who was, indemnify and defend the General Partner from all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs is or disbursements of any kind or nature whatsoever, including the reasonable fees and actual expenses of the General Partner's counsel, which arise, result from or relate is threatened to be made a party to any threatened, pending or completed action, suit or proceeding ("“Proceeding"”), relating to the ownership any appeal therein, or operation any inquiry or investigation preliminary thereto by reason of the Project fact that such Member is or was a Managing Member or a Member; (2) the business of the Partnership Company shall pay or reimburse any Managing Member or Member for reasonable, third party, out-of-pocket expenses (other than claims and liabilities excluded below), including, without limitation, expenses including attorney’s fees) incurred by the General Partner such Member (1A) in advance of the final disposition of any a Proceeding to which such General Partner Managing Member or Member was, is or is threatened to be made a party, and (2B) in connection with its such Member’s appearance as a witness or other participation in any Proceeding. The foregoing indemnity shall also extend to any Affiliate of the General Partner (including Cedar Income Fund Partnership, L.P. and Cedar Income Fund Ltd.) which may execute an environmental indemnity in favor of the holder of the Mortgage Loan such that such Affiliate shall be reimbursed by the Partnership (prior to distributions to Partners) for any amount paid on account of such environmental indemnity. The foregoing indemnity shall also extend to any brokerage commissions or finder's fees claimed by any broker or other party against the General Partner in connection with the Project, or any of the transactions contemplated by this Agreement. The Partnership Company shall indemnify and advance reasonable, out-of-pocket expenses to an Officerofficer, employee or agent of the Partnership Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to General Partners Members under the preceding sentence. The provisions of this Section 4.9 4.4 shall not be exclusive of any other right under any law, provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting gross negligence, willful misconduct or bad faith, or involving a breach of this Agreement, but shall apply to actions constituting simple negligence. The Partnership Company may purchase and maintain insurance to protect itself itself, and any General PartnerMember, officer, employee or agent of the PartnershipCompany, whether or not the Partnership Company would have the power to indemnify such Person under this Section 4.94.4. This Notwithstanding anything in this Agreement to the contrary, this indemnification obligation shall be limited to the assets of Partnership Company and no Partner Member shall be required to make a Capital Contribution in respect thereofhereof. (b) Each Member agrees to indemnify, defend and hold harmless the Company and the other Members from any actual out-of-pocket loss, claim, damage or liability resulting from actions of such Member constituting gross negligence, willful misconduct or bad faith or actions taken outside the scope of authority provided under this Agreement (provided, however, in no event shall any Member be liable for any punitive, special and/or consequential damages). (c) Each Member shall be reimbursed by the Company for all reasonable out-of-pocket expenses actually incurred by it, solely in such Member’s capacity as a Member, directly in conjunction with the business and affairs of the Company (including travel and entertainment expenses, telephone costs, and similar items) so long as such expenses are approved by the Managing Member.

Indemnification; Reimbursement of Expenses; Insurance. (a) To the fullest extent permitted by the Act: (i) the Partnership Company shall hold harmless, indemnify and defend the General Partner from all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs each Member who is or disbursements of any kind or nature whatsoever, including the reasonable fees and actual expenses of the General Partner's counsel, which arise, result from or relate is threatened to be made a party to any threatened, pending or completed action, suit or proceeding proceedings ("“Proceeding"”), relating to the ownership any appeal therein, or operation any inquiry or investigation preliminary thereto, solely by reason of the Project fact that it is or was the business Administrative Member or a Member and was acting within scope of duties or under the authority of the Partnership Members; (other than claims and liabilities excluded below), including, without limitation, ii) the Company shall pay or reimburse any Member for expenses incurred by the General Partner it (1A) in advance of the final disposition of any a Proceeding to which such General Partner Member was, is or is threatened to be made a party, and (2B) in connection with its his or her appearance as a witness or other participation in any Proceeding. The foregoing indemnity shall also extend to any Affiliate Company, by adoption of a resolution of the General Partner Members (including Cedar Income Fund Partnershipor as otherwise agreed in writing), L.P. and Cedar Income Fund Ltd.) which may execute an environmental indemnity in favor of the holder of the Mortgage Loan such that such Affiliate shall be reimbursed by the Partnership (prior to distributions to Partners) for any amount paid on account of such environmental indemnity. The foregoing indemnity shall also extend to any brokerage commissions or finder's fees claimed by any broker or other party against the General Partner in connection with the Project, or any of the transactions contemplated by this Agreement. The Partnership shall indemnify and advance expenses to an Officerofficer, employee or agent of the Partnership Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to General Partners Members under the preceding sentence. The provisions of this Section 4.9 shall not be exclusive of any other right under any law, provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting negligence, gross negligence, willful misconduct or bad faith, or involving a breach of this Agreement, but shall apply Agreement to actions constituting simple negligencethe extent not covered by insurance maintained by the Company. The Partnership Company may purchase and maintain insurance to protect itself and any General PartnerMember, officer, employee or agent of the PartnershipCompany, whether or not the Partnership Company would have the power to indemnify such Person under this Section 4.9. This indemnification obligation shall be limited to the assets of Partnership Company and no Partner Member shall be required to make a Capital Contribution in respect thereof. (b) Each Member agrees to indemnify, defend and hold harmless the Company and the other Member(s) from any loss, claim, damage or liability resulting from actions of such indemnifying Member constituting negligence not covered by insurance maintained by the Company, gross negligence, willful misconduct or bad faith.

Indemnification; Reimbursement of Expenses; Insurance. (a) To the fullest extent permitted by the Act: (1) the Partnership Company shall hold harmless, indemnify and defend the General Partner from all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs each Member who is or disbursements of any kind or nature whatsoever, including the reasonable fees and actual expenses of the General Partner's counsel, which arise, result from or relate is threatened to be made a party to any threatened, pending or completed action, suit or proceeding proceedings ("“Proceeding"”), relating to the ownership any appeal therein, or operation any inquiry or investigation preliminary thereto, solely by reason of the Project fact that it is or was the business Administrative Member or a Member and was acting within scope of duties or under the authority of the Partnership Members; (other than claims and liabilities excluded below), including, without limitation, 2) the Company shall pay or reimburse any Member for expenses incurred by the General Partner it (1A) in advance of the final disposition of any a Proceeding to which such General Partner Member was, is or is threatened to be made a party, and (2B) in connection with its his or her appearance as a witness or other participation in any Proceeding. The foregoing indemnity shall also extend to any Affiliate Company, by adoption of a resolution of the General Partner Members (including Cedar Income Fund Partnershipor as otherwise agreed in writing), L.P. and Cedar Income Fund Ltd.) which may execute an environmental indemnity in favor of the holder of the Mortgage Loan such that such Affiliate shall be reimbursed by the Partnership (prior to distributions to Partners) for any amount paid on account of such environmental indemnity. The foregoing indemnity shall also extend to any brokerage commissions or finder's fees claimed by any broker or other party against the General Partner in connection with the Project, or any of the transactions contemplated by this Agreement. The Partnership shall indemnify and advance expenses to an Officerofficer, employee or agent of the Partnership Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to General Partners Members under the preceding sentence. The provisions of this Section 4.9 shall not be exclusive of any other right under any law, provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting negligence, gross negligence, willful misconduct or bad faith, or involving a breach of this Agreement, but shall apply Agreement to actions constituting simple negligencethe extent not covered by insurance maintained by the Company. The Partnership Company may purchase and maintain insurance to protect itself and any General PartnerMember, officer, employee or agent of the PartnershipCompany, whether or not the Partnership Company would have the power to indemnify such Person under this Section 4.9. This indemnification obligation shall be limited to the assets of Partnership Company and no Partner Member shall be required to make a Capital Contribution in respect thereof. (b) Each Member agrees to indemnify, defend and hold harmless the Company and the other Member(s) from any loss, claim, damage or liability resulting from actions of such indemnifying Member constituting negligence not covered by insurance maintained by the Company, gross negligence, willful misconduct or bad faith.

Indemnification; Reimbursement of Expenses; Insurance. (a) To the fullest extent permitted by the Act: (1) the Partnership Company shall hold harmlessindemnify each Member who was, indemnify and defend the General Partner from all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs is or disbursements of any kind or nature whatsoever, including the reasonable fees and actual expenses of the General Partner's counsel, which arise, result from or relate is threatened to be made a party to any threatened, pending or completed action, suit or proceeding proceedings ("“Proceeding"”), relating to the ownership any appeal therein, or operation any inquiry or investigation preliminary thereto, solely by reason of the Project fact that it is or was the business Administrative Member or a Member and was acting within scope of duties or under the authority of the Partnership Members; (other than claims and liabilities excluded below), including, without limitation, 2) the Company shall pay or reimburse any Member for expenses incurred by the General Partner it (1A) in advance of the final disposition of any a Proceeding to which such General Partner Member was, is or is threatened to be made a party, and (2B) in connection with its his or her appearance as a witness or other participation in any Proceeding. The foregoing indemnity shall also extend to any Affiliate Company, by adoption of a resolution of the General Partner Members (including Cedar Income Fund Partnershipor as otherwise agreed in writing), L.P. and Cedar Income Fund Ltd.) which may execute an environmental indemnity in favor of the holder of the Mortgage Loan such that such Affiliate shall be reimbursed by the Partnership (prior to distributions to Partners) for any amount paid on account of such environmental indemnity. The foregoing indemnity shall also extend to any brokerage commissions or finder's fees claimed by any broker or other party against the General Partner in connection with the Project, or any of the transactions contemplated by this Agreement. The Partnership shall indemnify and advance expenses to an Officerofficer, employee or agent of the Partnership Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to General Partners Members under the preceding sentence. The provisions of this Section 4.9 shall not be exclusive of any other right under any law, provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting negligence, gross negligence, willful misconduct or bad faith, or involving a breach of this Agreement, but shall apply Agreement to actions constituting simple negligencethe extent not covered by insurance maintained by the Company. The Partnership Company may purchase and maintain insurance to protect itself and any General PartnerMember, officer, employee or agent of the PartnershipCompany, whether or not the Partnership Company would have the power to indemnify such Person under this Section 4.9. This indemnification obligation shall be limited to the assets of Partnership Company and no Partner Member shall be required to make a Capital Contribution in respect thereof. (b) Each Member agrees to indemnify, defend and hold harmless the Company and the other Member(s) from any loss, claim, damage or liability resulting from actions of such indemnifying Member constituting negligence not covered by insurance maintained by the Company, gross negligence, willful misconduct or bad faith.

Indemnification; Reimbursement of Expenses; Insurance. To the fullest extent permitted by the Act: the Partnership shall hold harmless, indemnify and defend the General Partner from all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever, including the reasonable fees and actual expenses of the General Partner's counsel, which arise, result from or relate to any threatened, pending or completed action, suit or proceeding ("Proceeding"), relating to the ownership or operation of the Project Projects or the business of the Partnership (other than claims and liabilities excluded below), including, without limitation, expenses incurred by the General Partner (1) in advance of the final disposition of any Proceeding to which such General Partner was, is or is threatened to be made a party, and (2) in connection with its as a witness or other participation in any Proceeding. The foregoing indemnity shall also extend to any Affiliate of the General Partner (including Cedar Income Fund Partnership, L.P. and Cedar Income Fund Ltd.) which may execute an environmental indemnity in favor of the holder of the Mortgage Loan such that such Affiliate shall be reimbursed by the Partnership (prior to distributions to Partners) for any amount paid on account of such environmental indemnity. The foregoing indemnity shall also extend to any brokerage commissions or finder's fees claimed by any broker or other party against the General Partner in connection with the Project, or any of the transactions contemplated by this Agreement. The Partnership shall indemnify and advance expenses to an Officer, employee or agent of the Partnership to the same extent and subject to the same conditions under which it may indemnify and advance expenses to General Partners under the preceding sentence. The provisions of this Section 4.9 shall not be exclusive of any other right under any law, provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting gross negligence, willful misconduct or bad faith, or involving a breach of this Agreement, but shall apply to actions constituting simple negligence. The Partnership may purchase and maintain insurance to protect itself and any General Partner, officer, employee or agent of the Partnership, whether or not the Partnership would have the power to indemnify such Person under this Section 4.9. This indemnification obligation shall be limited to the assets of Partnership and no Partner shall be required to make a Capital Contribution in respect thereof.

Indemnification; Reimbursement of Expenses; Insurance. To the fullest extent permitted by the Act: (a) the Partnership Company shall hold harmlessindemnify each Member, indemnify and defend the General Partner from all lossesManager, liabilitiesor Authorized Signatory who was, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs is or disbursements of any kind or nature whatsoever, including the reasonable fees and actual expenses of the General Partner's counsel, which arise, result from or relate is threatened to be made a party to any threatened, pending or completed action, suit or proceeding ("“Proceeding"”), relating to the ownership any appeal therein, or operation any inquiry or investigation preliminary thereto, solely by reason of the Project fact that he or she is or was a Member, Manager or Authorized Signatory and was acting within the business scope of its duties or under the authority of the Partnership Members; (other than claims b) the Company shall pay or reimburse a Member, Manager, or Authorized Signatory for all losses and liabilities excluded below), including, without limitation, expenses incurred by the General Partner him or her (1) in advance of the final disposition of any a Proceeding to which such General Partner Member, Manager, or Authorized Signatory was, is or is threatened to be made a party, and (2) in connection with its his or her appearance as a witness or other participation in any Proceeding. The foregoing indemnity shall also extend to any Affiliate Company, by adoption of a resolution of the General Partner (including Cedar Income Fund PartnershipMembers, L.P. and Cedar Income Fund Ltd.) which may execute an environmental indemnity in favor of the holder of the Mortgage Loan such that such Affiliate shall be reimbursed by the Partnership (prior to distributions to Partners) for any amount paid on account of such environmental indemnity. The foregoing indemnity shall also extend to any brokerage commissions or finder's fees claimed by any broker or other party against the General Partner in connection with the Project, or any of the transactions contemplated by this Agreement. The Partnership shall indemnify and advance expenses to an Officerofficer, employee or agent of the Partnership Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to General Partners Members, Managers, and Authorized Signatories under the preceding sentence. The provisions of this Section 4.9 4.8 shall not be exclusive of any other right under any law, law or any provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting gross negligence, willful misconduct or bad faith, or involving a breach of this Agreement, but shall apply to actions constituting simple negligence. The Partnership Company may purchase and maintain insurance to protect itself and any General PartnerMember, Manager, Authorized Signatory, officer, employee or agent of the PartnershipCompany, whether or not the Partnership Company would have the power to indemnify such Person under this Section 4.94.8. This indemnification obligation shall be limited to the assets of Partnership Company and no Partner Member shall be required to make a Capital Contribution in respect thereof.