Common use of Indemnity of Limited Partners Clause in Contracts

Indemnity of Limited Partners. (a) The General Partner will indemnify and hold harmless each Limited Partner from any and all losses, liabilities, expenses and damages suffered by such Limited Partner where the liability of such Limited Partner is not limited, provided that such loss of limited liability was caused by an act or omission of the General Partner or by the negligence or wilful misconduct in the performance of, or wilful disregard or breach of, the obligations or duties of the General Partner under this Agreement. Such indemnity will apply only with respect to losses in excess of the capital contribution of the Limited Partner. The General Partner will also indemnify and hold harmless the Partnership and each Limited Partner from any costs, damages, liabilities, expenses or losses suffered or incurred by the Partnership and/or the Limited Partner, as the case may be, resulting from or arising out of negligence or wilful misconduct in the performance of, or wilful disregard or breach of, the obligations or duties of the General Partner hereunder. (b) The amount of any such indemnity will be limited to the extent of the assets of the General Partner and will under no circumstance include the assets of the General Partner’s parent corporation or any affiliate of the General Partner. Except as specifically provided for in this Section 12.2, the General Partner will not otherwise be called upon or be liable to indemnify the Partnership or any Limited Partner.

Indemnity of Limited Partners. (a) The General Partner will shall indemnify and hold harmless each Limited Partner from any and all losses, liabilities, expenses and damages suffered by such Limited Partner where the liability of such Limited Partner is not limited, provided that such loss of limited liability was caused by an act or omission of the General Partner or by the negligence or wilful misconduct by the General Partner in the performance of, or wilful disregard or breach by the General Partner of, the obligations or duties of the General Partner under this Agreement. Such indemnity will shall apply only with respect to losses in excess of the capital contribution Capital Contribution of the Limited Partner. The General Partner will shall also indemnify and hold harmless the Partnership and each Limited Partner from any costs, damages, liabilities, expenses or losses suffered or incurred by the Partnership and/or the Limited Partner, as the case may be, resulting from or arising out of negligence or wilful misconduct by the General Partner in the performance of, or wilful disregard or breach by the General Partner of, the obligations or duties of the General Partner hereunder. (b) The amount of any such indemnity will shall be limited to the extent of the assets of the General Partner and will shall under no circumstance include the assets of the General Partner’s 's parent corporation or any affiliate of the General Partner. Except as specifically provided for in this Section 12.2, the General Partner will shall not otherwise be called upon or be liable to indemnify the Partnership or any Limited Partner.