Liability Among Partners; Indemnification Sample Clauses

Liability Among Partners; Indemnification. No Partner shall be liable or obligated to any other Partner or to the Partnership for any mistake of fact or judgment made by a Partner in fulfilling its obligations to the Partnership pursuant to the Agreement that results in any loss to the Partnership unless fraud, willful malfeasance, or gross negligence shall be proven in a court of law. To the fullest extent permitted by the Act or other applicable law, the General Partner and its respective employees shall be indemnified and held harmless by the Partnership for and against any and all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever, arising out of or incidental to the General Partner’s management of the Partnership affairs or to any person’s acting as an employee of the General Partner with respect to Partnership affairs; provided, however, that neither the General Partner nor any employee shall be entitled to indemnification hereunder where the claim at issue is based upon: (a) a matter entirely unrelated to the General Partner’s management of the Partnership affairs; (b) the proven fraud, gross negligence, or willful misconduct of the General Partner or any employee; or (c) the proven breach by the General Partner of any provision of this Agreement. The indemnification rights herein contained shall be cumulative of, and in addition to, any and all other rights, remedies, and recourse to which the General Partner or employee shall be entitled, whether pursuant to some other provision of this Agreement, at law, or in equity.
Sample 1
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Liability Among Partners; Indemnification. No Partner shall be liable or obligated to any other Partner or to the Partnership for any mistake of fact or judgment made by a partner in fulfilling its obligations to the Partnership pursuant to this Agreement that results in any loss to the Partnership unless fraud or willful misconduct shall be proven in a court of law, irrespective and without regard to any negligence or gross negligence on the part of such Partner. To the fullest extent permitted by the Act or other applicable law, the General Partner and its offices, directors and employees shall be indemnified and held harmless by the Partnership for and against any and all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever, arising out of or incidental to the General Partner’s management of the Partnership affairs or to any Person’s acting as an officer, director or employee of the General Partner with respect to Partnership affairs, irrespective and without regard to any negligence or gross negligence on the part of the General Partner or any of its officers, directors or employees; provided, however, that neither the General Partner nor any officer director or employee shall be entitled to indemnification hereunder where the claim at issue is based upon: (a) a matter entirely unrelated to the General Partner’s management of the Partnership affairs; (b) the proven fraud or willful misconduct of the General Partner or any of its officers, directors or employees; or (c) the proven breach by the General partner of any provision of this Agreement. The indemnification rights herein contained shall be cumulative of, and in addition to, any and all other rights, remedies, and recourse to which the General Partner or any of its officers, directors or employees shall be entitled, whether pursuant to some other provision of this Agreement, at law, or in equity.
Sample 1

Related to Liability Among Partners; Indemnification

  • Seller’s Indemnification Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Buyer’s Indemnification Buyer agrees to defend, indemnify and hold harmless Seller from and against:

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Liability Indemnification Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Exclusions from Indemnification Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:

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