Common use of Liability of the Liquidating Agent Clause in Contracts

Liability of the Liquidating Agent. The Liquidating Agent shall be indemnified and held harmless by the Partnership from 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 Liquidating Agent’s taking of any action authorized under or within the scope of this Agreement; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership; and provided further, however, that the Liquidating Agent shall not be entitled to indemnification, and shall not be held harmless, where the claim, demand, liability, cost, damage or cause of action at issue arose out of: (a) a matter entirely unrelated to the liquidating Agent’s action or conduct pursuant to the provisions of this Agreement; or (b) the proven misconduct or negligence of the Liquidating Agent

Liability of the Liquidating Agent. The Liquidating Agent shall be indemnified and held harmless by the Partnership from 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 Liquidating Agent’s taking of any action authorized under or within the scope of this Agreement; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership; and provided provided, further, however, that the Liquidating Agent shall not be entitled to indemnification, and shall not be held harmless, where the claim, demand, liability, cost, damage or cause of action at issue arose out of: (a) a matter entirely unrelated to the liquidating Liquidating Agent’s action or conduct pursuant to the provisions of this Agreement; or (b) the proven misconduct or negligence of the Liquidating Agent.

Liability of the Liquidating Agent. The Liquidating Agent shall be indemnified and held harmless by the Partnership from 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 Liquidating Agent’s 's taking of any action authorized under or within the scope of this Agreement; providedPROVIDED, howeverHOWEVER, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership; and provided furtherPROVIDED FURTHER, howeverHOWEVER, that the Liquidating Agent shall not be entitled to indemnification, and shall not be held harmless, where the claim, demand, liability, cost, damage or cause of action at issue arose out of: (a) a matter entirely unrelated to the liquidating Liquidating Agent’s 's action or conduct pursuant to the provisions of this Agreement; or (b) the proven fraud, willful misconduct or gross negligence of the Liquidating Agent.

Liability of the Liquidating Agent. The Liquidating Agent shall be indemnified and held harmless by the Partnership from 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 Liquidating Agent’s 's taking of any action authorized under or within the scope of this Agreement; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership; and provided provided, further, however, that the Liquidating Agent shall not be entitled to indemnification, and shall not be held harmless, where the claim, demand, liability, cost, damage or cause of action at issue arose out of:: 33 (a) a matter entirely unrelated to the liquidating Liquidating Agent’s 's action or conduct pursuant to the provisions of this Agreement; or (b) the proven misconduct or negligence of the Liquidating Agent.