Indemnity by the Partnership. The Partnership agrees to indemnify, defend and hold the General Partner, the Investor General Partner and their directors, officers, employees and agents, harmless from and against any and all loss, claim, cause of action, demand, penalty, liability, action, damage or deficiency, lawsuit or other proceeding, resulting or arising from (a) acts or omissions of the Partnership, its Partners, officers, employees; (b) any liability or obligation of the Partnership, except those which the General Partner or Investor General Partner created in violation of this Article V; (c) any nonfulfillment of the Partnership of any of its covenants or agreements under this Article V; (d) any violation of law by the Partnership; and (e) any loss or damage, reasonable attorney's fees and other costs and expenses incident to any of (a) through (d) to the greatest extent permitted by the Act but subject in all events to the limitations of the Act; provided, however, that such indemnity shall not be available to a Partner if an event set forth in (a) through (d) is due primarily to the gross negligence or willful misconduct of such Partner seeking indemnity. The indemnity covenants set forth in this Section 5.16 shall survive the termination of this Agreement for any reason.
Indemnity by the Partnership. The Partnership will indemnify and save harmless the Province and the PTOs and their respective employees and agents from any losses, claims, damages, actions, causes of action, costs and expenses that the Province or the PTOs or any of their respective employees or agents may sustain, incur, suffer or be put to at any time, either before or after this Agreement ends, which are based upon, arise out of or occur, directly or indirectly, by reason of any breach by the Partnership or by any of its agents, employees, officers, directors, or subcontractors of this Agreement or of a provision in the Partnership Agreement required to be maintained by the Partnership.
Indemnity by the Partnership. (a) The Partnership agrees to indemnify and hold Contributor, and Contributor GP, and their Affiliates, employees, officers, directors, controlling persons, successors and assigns, harmless from and with respect to any and all claims, liabilities, losses, damages, diminution in value, costs and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses, net of insurance proceeds received (collectively, the "PARTNERSHIP LOSSES"), related to or arising directly or indirectly out of (i) any liabilities incurred by Contributor in connection with the performance after the Contributed Business Closing of the Contributed Business Contracts by the Partnership; (ii) the operation of the Contributed Business by the Partnership after the Contributed Business Closing, except in the case of any Partnership Losses arising out of an event as to which the Partnership is itself indemnified under any other Related Agreement by the party indemnified by the Partnership pursuant to this Section 12.2
Indemnity by the Partnership. The Partnership will indemnify and save harmless the Province and its employees and agents from any losses, claims, damages, actions, causes of action, costs and expenses that the Province or any of its employees or agents may sustain, incur, suffer or be put to at any time, either before or after this Agreement ends, which are based upon, arise out of or occur, directly or indirectly, by reason of any breach by the Partnership or by any of its agents, employees, officers, directors, or subcontractors of this Agreement or of a provision in the Partnership Agreement required to be maintained by the Partnership.
