Indemnity of Limited Partner. (1) The Managing GP and the Liquidation GP (solely to the extent of its authority under the terms of this Agreement) will operate the Partnership to ensure to the greatest extent possible the limited liability of the Limited Partner and will (to the extent that the Guarantor is Independently Controlled and Governed) jointly and severally indemnify and hold harmless the Limited Partner and its shareholders, directors, officers, employees and agents from any costs, damages, liabilities or expenses suffered or incurred by the Limited Partner or its shareholders, directors, officers, employees or agents (except to the extent such persons are directors, officers, employees or agents of the Managing GP), as a result of negligence on the part of the Managing GP or the Liquidation GP, as the case may be, in performing its obligations hereunder resulting in the liability of the Limited Partner not being limited in the manner provided in Section 2.14, unless such liability arises out of any act or omission of the Limited Partner. Payments in respect of this Section 2.15 shall be made solely in accordance with Article 6 (Priorities of Payments).
Appears in 6 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement, Limited Partnership Agreement
Indemnity of Limited Partner. (1) The Managing GP and the Liquidation GP (solely to the extent of its authority under the terms of this Agreement) will operate the Partnership to ensure to the greatest extent possible the limited liability of the Limited Partner and will (to the extent that the Guarantor Partnership is Independently Controlled and Governed) jointly and severally indemnify and hold harmless the Limited Partner and its shareholders, directors, officers, employees and agents from any costs, damages, liabilities or expenses suffered or incurred by the Limited Partner or its shareholders, directors, officers, employees or agents (except to the extent such persons are directors, officers, employees or agents of the Managing GP), as a result of negligence on the part of the Managing GP or the Liquidation GP, as the case may be, in performing its obligations hereunder resulting in the liability of the Limited Partner not being limited in the manner provided in Section 2.14, unless such liability arises out of any act or omission of the Limited Partner. Payments in respect of this Section 2.15 shall be made solely in accordance with Article 6 (Priorities of Payments).
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (BMO Covered Bond Guarantor Limited Partnership)
Indemnity of Limited Partner. (1) The Managing GP and the Liquidation GP (solely to the extent of its authority under the terms of this Agreement) will operate the Partnership to ensure to the greatest extent possible the limited liability of the Limited Partner and will (to the extent that the Guarantor is Independently Controlled and Governed) ), together with the Partnership, jointly and severally indemnify and hold harmless the Limited Partner and its shareholders, directors, officers, employees and agents from any costs, damages, liabilities or expenses suffered or incurred by the Limited Partner or its shareholders, directors, officers, employees or agents (except to the extent such persons are directors, officers, employees or agents of the Managing GP), as a result of negligence on the part of the Managing GP or the Liquidation GP, as the case may be, in performing its obligations hereunder resulting in the liability of the Limited Partner not being limited in the manner provided in Section 2.14, unless such liability arises out of any negligent act or omission or wilful misconduct of the Limited Partner. Payments in respect of this Section 2.15 shall be made solely in accordance with Article 6 (Priorities of Payments).
Appears in 1 contract
Samples: Limited Partnership Agreement
Indemnity of Limited Partner. (1a) The Managing GP and the Liquidation GP (solely to the extent of its authority under the terms of this Agreement) will operate the Partnership to ensure to the greatest extent possible the limited liability of the Limited Partner and will (to the extent that the Guarantor Partnership is Independently Controlled and Governed) jointly and severally indemnify and hold harmless the Limited Partner and its shareholdersmembers, directors, officers, employees employees, mandataries and agents from any costs, damages, liabilities or expenses suffered or incurred by the Limited Partner or its shareholdersmembers, directors, officers, employees employees, mandataries or agents (except to the extent such persons are directors, officers, employees employees, mandataries or agents of the Managing GP), as a result of negligence on the part of the Managing GP or the Liquidation GP, as the case may be, in performing its obligations hereunder resulting in the liability of the Limited Partner not being limited in the manner provided in Section 2.14, unless such liability arises out of any act or omission of the Limited Partner. Payments in respect of this Section 2.15 shall be made solely in accordance with Article 6 (Priorities of Payments).
Appears in 1 contract
Samples: Limited Partnership Agreement