Common use of Indemnity of General Partner Clause in Contracts

Indemnity of General Partner. (a) To the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, the General Partner, a Departing Partner, any Person who is or was an Affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any Affiliate, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any Affiliate as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities joint or several expenses (including, without limitation, legal fees and expenses on a solicitor/client basis), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: (i) the General Partner, a Departing Partner or any of their Affiliates; or (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates as a director, office, employee, agent or trustee of another Person; provided, that (iii) in each case the Indemnitee acted honestly and in good faith with a view to the best interest of the Partnership and, in the case of the General Partner, in accordance with the GP Duties; (iv) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnitee had reasonable grounds for believing its conduct was lawful; and (v) no indemnification pursuant to this Section 7.8 will be available to an Indemnitee where the Indemnitee has been adjudged by a final decision of a court of competent jurisdiction that is no longer appealable to have been in breach of, or negligent in the performance of, its obligations under this Agreement. Any indemnification pursuant to this Section 7.7(a) will be made only out of the assets of the Partnership. (b) To the fullest extent permitted by Law, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding will, from time to time, be advanced by the Partnership prior to the final disposition of any claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay that amount if it is determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.8. (c) The indemnification provided by this Section 7.8 will be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of Law or otherwise, as to actions in the Indemnitee’s capacity as: (i) the General Partner, a Departing Partner or any of their Affiliates; (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates; or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates as a director, officer, employee, agent or trustee of another Person, and will continue as to an Indemnitee who has ceased to serve in that capacity and as to action in any other capacity. (d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of those Persons (other than the General Partner itself) as the General Partner determines, against any liability that may be asserted against or expense that may be incurred by that Person in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify those Persons against those liabilities under the provisions of this Agreement.

Indemnity of General Partner. (a) To the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, the General Partner, the Tax Matters Partner, a Departing Partner, any Person who is or was an Affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any Affiliate, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any Affiliate as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) ), will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities joint or several expenses (including, without limitation, legal fees and expenses on a solicitor/client basis), judgments, fines, settlements and other amounts (collectively, “Damages”) arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: (i) the General Partner, the Tax Matters Partner, a Departing Partner, any Person who is or was an Affiliate of the General Partner or any of their Affiliates; orDeparting Partner; (ii) any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner, Partner or any Departing Partner or any Affiliate; or (iii) any Person who is or was serving at the request of their Affiliates the General Partner or any Departing Partner or any Affiliate as a director, officeofficer, employee, agent or trustee of another Person; provided, that (iii) in each case the Indemnitee acted honestly and in good faith with a view except to the best interest of the Partnership and, in the case extent such Damages resulted or arose from any act or omission of the General PartnerPartner or any other Indemnitee that (a) was outside the scope of the authority conferred on the General Partner by this Agreement or by Law, in accordance with the GP Duties; (ivb) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnitee had reasonable grounds for believing its conduct was lawful; and (v) no indemnification pursuant to this Section 7.8 will be available to an Indemnitee where the Indemnitee has been adjudged by a final decision of a court of competent jurisdiction that is no longer appealable to have been in breach of, or negligent was performed or omitted by actual fraud or in bad faith or constituted gross negligence or willful or reckless disregard of the performance ofGeneral Partner’s obligations under, its obligations this Agreement or (c) was in breach of the General Partner’s fiduciary duty under this AgreementSection 7.18(c). The termination of any action, suit or proceeding by judgment, order, settlement or conviction will not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 7.7(a) will be made only out of the assets of the Partnership. (b) To the fullest extent permitted by Lawlaw, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding will, from time to time, be advanced by the Partnership prior to the final disposition of any claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay that amount if it is determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.87.7. (c) The indemnification provided by this Section 7.8 7.7 will be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of Law or otherwise, as to actions in the Indemnitee’s capacity as: (i) the General Partner, a Departing Partner or any of their Affiliates; (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates; or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates as a director, officer, employee, agent or trustee of another Person, and will continue as to an Indemnitee who has ceased to serve in the capacity that capacity and as entitled it to action in any other capacitysuch indemnification. (d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of those Persons Indemnitees (other than the General Partner itself) as the General Partner determines, against any liability that may be asserted against or expense that may be incurred by that Person Indemnitee in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify those Persons Indemnitees against those liabilities under the provisions of this Agreement.

Indemnity of General Partner. (a) To the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, the General Partner, the Tax Matters Partner, a Departing Partner, any Person who is or was an Affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any Affiliate, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any Affiliate as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities joint or several expenses (including, without limitation, legal fees and expenses on a solicitor/client basis), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: (i) the General Partner, the Tax Matters Partner, a Departing Partner or any of their Affiliates; or (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates as a director, office, employee, agent or trustee of another Person; provided, that (iii) in each case the Indemnitee acted honestly and in good faith with a view to the best interest of the Partnership and, in the case of the General Partner, in accordance with the GP DutiesPartnership; (iv) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnitee had reasonable grounds for believing its conduct was lawful; and (v) no indemnification pursuant to this Section 7.8 7.7 will be available to an Indemnitee where the Indemnitee has been adjudged by a final decision of a court of competent jurisdiction in Ontario that is no longer appealable to have been in breach of, or negligent in the performance of, its obligations under this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement or conviction will not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 7.7(a) will be made only out of the assets of the Partnership. (b) To the fullest extent permitted by Lawlaw, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding will, from time to time, be advanced by the Partnership prior to the final disposition of any claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay that amount if it is determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.87.7. (c) The indemnification provided by this Section 7.8 7.7 will be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of Law or otherwise, as to actions in the Indemnitee’s capacity as: (i) the General Partner, a Departing Partner or any of their Affiliates; (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates; or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates as a director, officer, employee, agent or trustee of another Person, and will continue as to an Indemnitee who has ceased to serve in that capacity and as to action in any other capacity. (d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of those Persons (other than the General Partner itself) as the General Partner determines, against any liability that may be asserted against or expense that may be incurred by that Person in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify those Persons against those liabilities under the provisions of this Agreement.

Indemnity of General Partner. (a1) To the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreementlaw, the General Partner, a Departing Partner, any Person who is or was an Affiliate of the former General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, employee or agent or trustee of the General Partner or any Departing Partner or any Affiliateformer General Partner, or any Person who is or was serving at the request of the General Partner or any Departing former General Partner or any Affiliate as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities liabilities, joint or several several, expenses (including, without limitation, legal fees and expenses on a solicitor/client full indemnity basis), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: (ia) the General Partner, a Departing Partner or any of their Affiliatesa former General Partner; or (iib) an officer, director, employee, partner, employee or agent or trustee of the General Partner, any Departing Partner or any former General Partner; or (c) a Person serving at the request of their Affiliates the General Partner or any former General Partner as a director, officeofficer, employee, agent or trustee of another Person; provided, that (iii) in each case the Indemnitee acted honestly and in good faith with a view to the best interest of the Partnership and, in the case of the General Partner, in accordance with the GP Duties; (iv) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnitee had reasonable grounds for believing its conduct was lawful; and (v) no indemnification pursuant to this Section 7.8 will be available to an Indemnitee where the Indemnitee has been adjudged by a final decision of a court of competent jurisdiction that is no longer appealable to have been in breach of, or negligent in the performance of, its obligations under this Agreement. Any indemnification pursuant to this Section 7.7(a) 2.13 will be made only out of the assets of the Partnership. (b2) To the fullest extent permitted by Lawlaw, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding will, from time to time, be advanced by the Partnership prior to the final disposition of any claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay that amount if it is determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.82.13. (c3) The indemnification provided by this Section 7.8 2.13 will be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote resolution of the Partners, as a matter of Law law or otherwise, as to actions in the Indemnitee’s capacity as: (ia) the General Partner, a Departing Partner or any of their Affiliatesa former General Partner; (iib) an officer, director, employee, partner, employee or agent or trustee of the General Partner, any Departing Partner or any of their Affiliatesformer General Partner; or (iiic) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates former General Partner as a director, officer, employee, agent or trustee of another Person, and will continue as to an Indemnitee who has ceased to serve in that capacity and as to action in any other capacity. (d4) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates or any other Person for the cost of) insurance, on behalf of those Persons (other than the General Partner itself) as the General Partner determines, against any liability that may be asserted against or expense that may be incurred by that Person in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify those Persons against those liabilities under the provisions of this Agreement. (5) In order to provide for just and equitable contribution in circumstances in which the indemnity provided in this Section 2.13 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by an Indemnitee or enforceable otherwise than in accordance with its terms, the General Partner and the Limited Partnership shall contribute to the aggregate of all claims of a nature contemplated by this Section 2.13 in such proportions as are appropriate to reflect the interest of the General Partner in the Limited Partnership as evidenced by its GP Units, on the one hand, and the interests of the Limited Partners in the Limited Partnership as evidenced by their LP Units, on the other hand, and any other equitable considerations, whether or not the Limited Partnership was sued together with the General Partner or sued separately from the General Partner; provided, for greater certainty, that the General Partner shall not in any event be liable to contribute, in the aggregate, any amounts in excess of the General Partner’s interest in the Limited Partnership as evidenced by its GP Units. (6) The General Partner will hold the benefit of this indemnity in trust and as agent for the Indemnitees.

Indemnity of General Partner. (a) To the fullest extent permitted by Law law but subject to the limitations expressly provided in this Agreement, the each General Partner, any former General Partner (a “Departing Partner”), any Person who is or was an Affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any such Affiliate, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any such Affiliate as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) will shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities (joint or several several), expenses (including, without limitation, legal fees and expenses on a solicitor/client basisexpenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: : (i) the General Partner, a Departing Partner or any of their Affiliates; or (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates; or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates as a director, officeofficer, employee, agent or trustee of another Person; provided, that (iii) that in each case the Indemnitee acted honestly and in good faith with a view to the best interest interests of the Partnership and, in the case of the General Partner, in accordance with the GP Duties; (iv) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnitee had reasonable grounds for believing its conduct was lawful; and (v) provided further, that no indemnification pursuant to this Section 7.8 will 7.7 shall be available to an Indemnitee where the General Partner, EPCOR Utilities Inc. or TransCanada Pipelines Limited with respect to their respective obligations incurred pursuant to any underwriting agreement (other than obligations incurred by the General Partner on behalf of the Partnership). The termination of any action, suit or proceeding by judgment, order, settlement or conviction shall not create a presumption that the Indemnitee has been adjudged by acted in a final decision of a court of competent jurisdiction manner contrary to that is no longer appealable to have been in breach of, or negligent in the performance of, its obligations under this Agreementspecified above. Any indemnification pursuant to this Section 7.7(a) will 7.7 shall be made only out of the assets of the Partnership. (b) To the fullest extent permitted by Lawlaw, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding willshall, from time to time, be advanced by the Partnership prior to the final disposition of any such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay that such amount if it is shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.87.7. (c) The indemnification provided by this Section 7.8 will 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of Law law or otherwise, as to actions in the Indemnitee’s capacity as: : (i) the General Partner, a Departing Partner or any of their Affiliates; an Affiliate thereof; (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliatesan Affiliate thereof; or or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates as a director, officer, employee, agent or trustee of another Person, and will shall continue as to an Indemnitee who has ceased to serve in that such capacity and as to action actions in any other capacity. (d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of those Persons (other than the General Partner itself) and such other Persons as the General Partner determinesshall determine, against any liability that may be asserted against or expense that may be incurred by that such Person in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify those Persons such Person against those such liabilities under the provisions of this Agreement.

Indemnity of General Partner. (a) To the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, the General Partner, the Tax Matters Partner, a Departing Partner, any Person who is or was an Affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any Affiliate, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any Affiliate as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) ), will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities joint or several expenses (including, without limitation, legal fees and expenses on a solicitor/client basis), judgments, fines, settlements and other amounts (collectively, “Damages”) arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: (i) the General Partner, the Tax Matters Partner, a Departing Partner, any Person who is or was an Affiliate of the General Partner or any of their Affiliates; orDeparting Partner; (ii) any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner, Partner or any Departing Partner or any Affiliate; or (iii) any Person who is or was serving at the request of their Affiliates the General Partner or any Departing Partner or any Affiliate as a director, officeofficer, employee, agent or trustee of another Person; provided, that (iii) in each case the Indemnitee acted honestly and in good faith with a view except to the best interest of the Partnership and, in the case extent such Damages resulted or arose from any act or omission of the General PartnerPartner or any other Indemnitee that (a) was outside the scope of the authority conferred on the General Partner by this Agreement or by Law, in accordance with the GP Duties; (ivb) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnitee had reasonable grounds for believing its conduct was lawful; and (v) no indemnification pursuant to this Section 7.8 will be available to an Indemnitee where the Indemnitee has been adjudged by a final decision of a court of competent jurisdiction that is no longer appealable to have been in breach of, or negligent was performed or omitted fraudulently or in bad faith or constituted gross negligence or willful or reckless disregard of the performance ofGeneral Partner’s obligations under, its obligations this Agreement or (c) was in breach of the General Partner’s fiduciary duty under this AgreementSection 7.18(c). The termination of any action, suit or proceeding by judgment, order, settlement or conviction will not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 7.7(a) will be made only out of the assets of the Partnership. (b) To the fullest extent permitted by Lawlaw, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding will, from time to time, be advanced by the Partnership prior to the final disposition of any claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay that amount if it is determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.87.7. (c) The indemnification provided by this Section 7.8 7.7 will be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of Law or otherwise, as to actions in the Indemnitee’s capacity as: (i) the General Partner, a Departing Partner or any of their Affiliates; (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates; or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates as a director, officer, employee, agent or trustee of another Person, and will continue as to an Indemnitee who has ceased to serve in the capacity that capacity and as entitled it to action in any other capacitysuch indemnification. (d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of those Persons Indemnitees (other than the General Partner itself) as the General Partner determines, against any liability that may be asserted against or expense that may be incurred by that Person Indemnitee in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify those Persons Indemnitees against those liabilities under the provisions of this Agreement.

Indemnity of General Partner. (a) To the fullest extent permitted by Law law, but subject to the limitations expressly provided in this Agreement, the General Partner, a Departing Partner, any Person who is or was an Affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any AffiliatePartner, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any Affiliate as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities liabilities, joint or several several, expenses (including, without limitation, including legal fees and expenses on a solicitor/client full indemnity basis), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: (i) the General Partner, Partner or a Departing Partner or any of their AffiliatesPartner; or (ii) an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner, ; or (iii) a Person serving at the request of the General Partner or any Departing Partner or any of their Affiliates as a director, officeofficer, employee, agent or trustee of another Person; provided, that (iiiiv) in each case the Indemnitee acted honestly and in good faith with a view to the best interest interests of the Partnership and, in the case of the General Partner, in accordance with the GP DutiesPartnership; (ivv) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnitee had reasonable grounds for believing its conduct was lawful; and (vvi) no indemnification pursuant to this Section 7.8 6.7 will be available to an Indemnitee where the Indemnitee has been adjudged by a final decision of a court of competent jurisdiction in any Province of Canada or final arbitration ruling that is no longer appealable to have been in breach of, or grossly negligent in the performance of, of its obligations under this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement or conviction will not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 7.7(aSubsection 6.7(a) will be made only out of the assets of the Partnership. (b) To the fullest extent permitted by Lawlaw, expenses (including, without limitation, including legal fees and expensesexpenses on a full indemnitee basis) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding will, from time to time, be advanced by the Partnership prior to the final disposition of any claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay that amount if it is determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.86.7. (c) The indemnification provided by this Section 7.8 6.7 will be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of Law law or otherwise, as to actions in the Indemnitee’s capacity as: (i) the General Partner, Partner or a Departing Partner or any of their AffiliatesPartner; (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their AffiliatesDeparting Partner; or (iii) a Person serving at the request of the General Partner, Partner or any Departing Partner or any of their Affiliates as a director, officer, employee, agent or trustee of another Person, , (iv) and will continue as to an Indemnitee who has ceased to serve in that capacity and as to action in any other capacity. (d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates affiliates for the cost of) insurance, on behalf of those Persons (other than the General Partner itself) as the General Partner determines, against any liability that may be asserted against or expense that may be incurred by that Person in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify those Persons against those liabilities under the provisions of this Agreement. (e) The General Partner will hold the benefit of this indemnity in trust and as agent for the Indemnitees.

Indemnity of General Partner. (a) To the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, the General Partner, a Departing Partner, any Person who is or was an Affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any Affiliate, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any ​ Affiliate as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities joint or several expenses (including, without limitation, legal fees and expenses on a solicitor/client basis), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: (i) the General Partner, a Departing Partner or any of their Affiliates; or (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates as a director, office, employee, agent or trustee of another Person; provided, that (iii) in each case the Indemnitee acted honestly and in good faith with a view to the best interest of the Partnership and, in the case of the General Partner, in accordance with the GP Duties; (iv) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnitee had reasonable grounds for believing its conduct was lawful; and (v) no indemnification pursuant to this Section 7.8 will be available to an Indemnitee where the Indemnitee has been adjudged by a final decision of a court of competent jurisdiction that is no longer appealable to have been in breach of, or negligent in the performance of, its obligations under this Agreement. Any indemnification pursuant to this Section 7.7(a) will be made only out of the assets of the Partnership. (b) To the fullest extent permitted by Law, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding will, from time to time, be advanced by the Partnership prior to the final disposition of any claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay that amount if it is determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.8. (c) The indemnification provided by this Section 7.8 will be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of Law or otherwise, as to actions in the Indemnitee’s capacity as: (i) the General Partner, a Departing Partner or any of their Affiliates;; ​ (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates; or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates as a director, officer, employee, agent or trustee of another Person, and will continue as to an Indemnitee who has ceased to serve in that capacity and as to action in any other capacity. (d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of those Persons (other than the General Partner itself) as the General Partner determines, against any liability that may be asserted against or expense that may be incurred by that Person in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify those Persons against those liabilities under the provisions of this Agreement.

Indemnity of General Partner. (a) To the fullest extent permitted by Law Applicable Law, but subject to the limitations expressly provided in this Agreement, the General Partner, a Departing any former General Partner, any Person who is or was an Affiliate affiliate of the General Partner or any Departing former General Partner, any Person who is or was an officer, director, employee, partner, or agent or trustee of the General Partner or any Departing former General Partner or any Affiliateof their affiliates, or any Person who is or was serving at the request of the General Partner or any Departing former General Partner or any Affiliate of their affiliates as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities liabilities, joint or several several, expenses (including, without limitation, legal fees and expenses on a solicitor/client full indemnity basis), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: (i) the General Partner, a Departing former General Partner or any of their Affiliatesaffiliates; or (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing former General Partner or any of their Affiliates affiliates; or (iii) a Person serving at the request of the General Partner, any former General Partner or any of their affiliates as a director, officeofficer, employee, partner, agent or trustee of another Person; , provided, that (iiiiv) in each case the Indemnitee acted honestly and in good faith with a view to the best interest interests of the Partnership and, in the case of the General Partner, in accordance with the GP DutiesPartnership; (ivv) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnitee had reasonable grounds for believing its conduct was lawful; and (vvi) no indemnification pursuant to this Section 7.8 10.3 will be available to an Indemnitee where the Indemnitee has been adjudged by a final decision of a court of competent jurisdiction that is no longer appealable to have been in breach of, or grossly negligent in the performance of, of its obligations under this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement or conviction will not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 7.7(a) 10.3 will be made only out of the assets of the Limited Partnership. (b) To the fullest extent permitted by Applicable Law, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding will, from time to time, be advanced by the Partnership prior to the final disposition of any claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay that amount if it is determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.810.3. (c) The indemnification provided by this Section 7.8 10.3 will be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote resolution of the Partners, as a matter of Law law or otherwise, as to actions in the Indemnitee’s capacity as: (i) the General Partner, a Departing former General Partner or any of their Affiliatesaffiliates; (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing former General Partner or any of their Affiliatesaffiliates; or (iii) a Person serving at the request of the General Partner, any Departing former General Partner or any of their Affiliates affiliates as a director, officer, employee, partner, agent or trustee of another Person, and will continue as to an Indemnitee who has ceased to serve in that capacity and as to action in any other capacity. (d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates affiliates for the cost of) insurance, on behalf of those Persons (other than the General Partner itself) as the General Partner determines, against any liability that may be asserted against or expense that may be incurred by that Person in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify those Persons against those liabilities under the provisions of this Agreement. (e) The General Partner will hold the benefit of this indemnity in trust and as agent for the Indemnitees.

Indemnity of General Partner. (a) To the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, the General Partner, a Departing Partner, any Person who is or was an Affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any Affiliate, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any Affiliate as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities joint or several expenses (including, without limitation, legal fees and expenses on a solicitor/client basis), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: (i) the General Partner, a Departing Partner or any of their Affiliates; or (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates as a director, office, employee, agent or trustee of another Person; provided, that (iii) in each case the Indemnitee acted honestly and in good faith with a view to the best interest of the Partnership and, in the case of the General Partner, in accordance with the GP Duties; (iv) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnitee had reasonable grounds for believing its conduct was lawful; and (v) no indemnification pursuant to this Section 7.8 7.7 will be available to an Indemnitee where the Indemnitee has been adjudged by a final decision of a court of competent jurisdiction that is no longer appealable to have been in breach of, or negligent in the performance of, its obligations under this Agreement. Any indemnification pursuant to this Section 7.7(a7.6(a) will be made only out of the assets of the Partnership. (b) To the fullest extent permitted by Law, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding will, from time to time, be advanced by the Partnership prior to the final disposition of any claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay that amount if it is determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.87.7. (c) The indemnification provided by this Section 7.8 7.7 will be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of Law or otherwise, as to actions in the Indemnitee’s capacity as: (i) the General Partner, a Departing Partner or any of their Affiliates; (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates; or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates as a director, officer, employee, agent or trustee of another Person, and will continue as to an Indemnitee who has ceased to serve in that capacity and as to action in any other capacity. (d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of those Persons (other than the General Partner itself) as the General Partner determines, against any liability that may be asserted against or expense that may be incurred by that Person in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify those Persons against those liabilities under the provisions of this Agreement.

Indemnity of General Partner. (a) To the fullest extent permitted by Law law, but subject to the limitations expressly provided in this Agreement, the General Partner, a Departing Partner, any Person who is or was an Affiliate affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any Affiliateof their respective affiliates, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any Affiliate of their respective affiliates as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”"INDEMNITEE") will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities liabilities, joint or several several, expenses (including, without limitation, including legal fees and expenses on a solicitor/client full indemnity basis), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: (i) the General Partner, a Departing Partner or any of their Affiliatesrespective affiliates; or (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates respective affiliates; or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their respective affiliates as a director, officeofficer, employee, agent or trustee of another Person; provided, that: (iiiiv) in each case the Indemnitee acted honestly and in good faith with a view to the best interest interests of the Partnership and, in the case of the General Partner, in accordance with the GP DutiesPartnership; (ivv) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnitee had reasonable grounds for believing its conduct was lawful; and (vvi) no indemnification pursuant to this Section 7.8 6.7 will be available to an Indemnitee where the Indemnitee has been adjudged by a final decision of a court of competent jurisdiction in any Province of Canada that is no longer appealable to have been grossly negligent or to have engaged in breach of, wilful misconduct or negligent to have acted fraudulently in the performance of, of its obligations under this Agreement. The termination of any action, suit or proceeding by judgment, order, settlement or conviction will not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 7.7(aSubsection 6.7(a) will be made only out of the assets of the Partnership. (b) To the fullest extent permitted by Lawlaw, expenses (including, without limitation, including legal fees and expensesexpenses on a full indemnity basis) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding will, from time to time, be advanced by the Partnership prior to the final disposition of any claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay that amount if it is determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.86.7. (c) The indemnification provided by this Section 7.8 6.7 will be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of Law law or otherwise, as to actions in the Indemnitee’s 's capacity as: (i) the General Partner, a Departing Partner or any of their Affiliatesrespective affiliates; (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliatesrespective affiliates; or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates respective affiliates as a director, officer, employee, agent or trustee of another Person, and will continue as to an Indemnitee who has ceased to serve in that capacity and as to action in any other capacity. (d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates affiliates for the cost of) insurance, on behalf of those Persons (other than the General Partner itself) as the General Partner determines, against any liability that may be asserted against or expense that may be incurred by that Person in connection with the Partnership’s 's activities, whether or not the Partnership would have the power to indemnify those Persons against those liabilities under the provisions of this Agreement. (e) The General Partner will hold the benefit of this indemnity in trust and as agent for the Indemnitees.

Indemnity of General Partner. (a) To the fullest extent permitted by Law law but subject to the limitations expressly provided in this Agreement, the General Partner, any former General Partner (a “Departing Partner”), any Person who is or was an Affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any such Affiliate, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any such Affiliate as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) will shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities (joint or several several), expenses (including, without limitation, legal fees and expenses on a solicitor/client basisexpenses), judgmentsjudgements, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigativeinvestigative (collectively, “Claims”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: : (i) the General Partner, a Departing Partner or any of their Affiliates; or (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates; or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates as a director, officeofficer, employee, agent or trustee of another Person; provided, that (iii) that in each case the Indemnitee acted honestly and in good faith with faith, in a view manner which such Indemnitee believed to be in, or not opposed to, the best interest interests of the Partnership and, in the case of the General Partnerwith respect to any criminal proceeding, in accordance with the GP Duties; (iv) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnitee had no reasonable grounds for believing cause to believe its conduct was lawful; and (v) no indemnification pursuant to this Section 7.8 will be available to unlawful. Notwithstanding the foregoing, an Indemnitee where shall not be entitled to indemnification for any Claims arising from the fraud or Gross Negligence of the Indemnitee, or any losses under Section 2.11 or Section 8.16. The termination of any action, suit or proceeding by judgement, order, settlement or conviction shall not create a presumption that the Indemnitee has been adjudged by acted in a final decision of a court of competent jurisdiction manner contrary to that is no longer appealable to have been in breach of, or negligent in the performance of, its obligations under this Agreementspecified above. Any indemnification pursuant to this Section 7.7(a) will 8.12 shall be made only out of the assets of the Partnership. (b) To the fullest extent permitted by Lawlaw, expenses (including, without limitation, legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding willshall, from time to time, be advanced by the Partnership prior to the final disposition of any such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay that such amount if it is shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.88.12. (c) The indemnification provided by this Section 7.8 will 8.12 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of Law law or otherwise, as to actions in the Indemnitee’s capacity as: : (i) the General Partner, a Departing Partner or any of their Affiliates; an Affiliate thereof; (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliatesan Affiliate thereof; or or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates as a director, officer, employee, agent or trustee of another Person, and will shall continue as to an Indemnitee who has ceased to serve in that capacity and as to action in any other such capacity. (d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of those Persons (other than the General Partner itself) and such other Persons as the General Partner determinesshall determine, against any liability that may be asserted against or expense that may be incurred by that such Person in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify those Persons such Person against those such liabilities under the provisions of this Agreement.