Liability of the Liquidating Trustee. The Liquidating Trustee 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 Trustee’s taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidating Trustee 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 Trustee’s action or conduct pursuant to the provisions of this Agreement; or (b) The proven misconduct or negligence of the Liquidating Trustee.
Appears in 8 contracts
Samples: Agreement of Limited Partnership (Brookfield Property REIT Inc.), Limited Partnership Agreement (Brookfield Property REIT Inc.), Merger Agreement (Brookfield Property Partners L.P.)
Liability of the Liquidating Trustee. The Liquidating Trustee 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 Trustee’s taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidating Trustee 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 Trustee’s action or conduct pursuant to the provisions of this Agreement; or
(b) The proven misconduct or gross negligence of the Liquidating Trustee.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Essex Portfolio Lp), Limited Partnership Agreement (Essex Portfolio Lp), Limited Partnership Agreement (CBL & Associates Properties Inc)
Liability of the Liquidating Trustee. The Liquidating Trustee liquidating trustee 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 Trustee’s liquidating trustee's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidating Trustee liquidating trustee 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. A matter entirely unrelated to the Liquidating Trustee’s liquidating trustee's action or conduct pursuant to the provisions of this Agreement; or
(b) B. The proven misconduct or negligence of the Liquidating Trusteeliquidating trustee.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Inland Retail Real Estate Trust Inc), Limited Partnership Agreement (Heritage Property Investment Trust Inc), Limited Partnership Agreement (Bradley Operating L P)
Liability of the Liquidating Trustee. The Liquidating Trustee 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 Trustee’s 's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidating Trustee 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 Trustee’s 's action or conduct pursuant to the provisions of this Agreement; or
(b) The proven misconduct or negligence of the Liquidating Trustee.
Appears in 3 contracts
Samples: Limited Partnership Agreement (American Real Estate Investment Corp), Limited Partnership Agreement (American Real Estate Investment Corp), Limited Partnership Agreement (Spieker Properties Inc)
Liability of the Liquidating Trustee. The Liquidating Trustee 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 Trustee’s taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidating Trustee 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 Trustee’s action or conduct pursuant to the provisions of this Agreement; or
(b) The proven misconduct or negligence of the Liquidating Trustee.
Appears in 2 contracts
Samples: Limited Partnership Agreement (General Growth Properties, Inc.), Limited Partnership Agreement (General Growth Properties, Inc.)
Liability of the Liquidating Trustee. The Liquidating Trustee 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 Trustee’s ' s taking of any action authorized under or within the scope of this Agreement; providedPROVIDED, howeverHOWEVER, that the Liquidating Trustee 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 Trustee’s 's action or conduct pursuant to the provisions of this Agreement; or
(b) The proven misconduct or negligence of the Liquidating Trustee.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Keystone Property Trust), Limited Partnership Agreement (American Real Estate Investment Corp)
Liability of the Liquidating Trustee. The Liquidating Trustee 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 Trustee’s 's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidating Trustee 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 Trustee’s action or conduct pursuant to the provisions of this Agreement; or
(b) The proven misconduct or negligence of the Liquidating Trustee.
Appears in 2 contracts
Samples: Limited Partnership Agreement (CBL & Associates Properties Inc), Agreement of Limited Partnership (General Growth Properties Inc)
Liability of the Liquidating Trustee. The Liquidating Trustee 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 Trustee’s 's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidating Trustee 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 a matter entirely unrelated to the Liquidating Trustee’s 's action or conduct pursuant to the provisions of this Agreement; or
or (b) The proven the willful misconduct or gross negligence of the Liquidating Trustee.
Appears in 1 contract
Samples: Limited Partnership Agreement (Wackenhut Corrections Corp)
Liability of the Liquidating Trustee. The Liquidating Trustee 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 Trustee’s 's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidating Trustee 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:damage
(a) A matter entirely unrelated to the Liquidating Trustee’s 's action or conduct pursuant to the provisions of this Agreement; or
(b) The proven misconduct or gross negligence of the Liquidating Trustee.
Appears in 1 contract
Samples: Limited Partnership Agreement (CBL & Associates Properties Inc)
Liability of the Liquidating Trustee. The Liquidating Trustee 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 Trustee’s 's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidating Trustee 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:
of (a) A a matter entirely unrelated to the Liquidating Trustee’s 's action or conduct pursuant to the provisions of this Agreement; or
or (b) The proven the willful misconduct or gross negligence of the Liquidating Trustee.
Appears in 1 contract
Samples: Limited Partnership Agreement (Brandywine Realty Trust)
Liability of the Liquidating Trustee. The Liquidating Trustee 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 Trustee’s ' s taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidating Trustee 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 Trustee’s 's action or conduct pursuant to the provisions of this Agreement; or
(b) The proven misconduct or negligence of the Liquidating Trustee.
Appears in 1 contract
Samples: Limited Partnership Agreement (American Real Estate Investment Corp)
Liability of the Liquidating Trustee. The Liquidating Trustee liquidating trustee 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 Trustee’s liquidating trustee s taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidating Trustee liquidating trustee 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. A matter entirely unrelated to the Liquidating Trustee’s liquidating trustee s action or conduct pursuant to the provisions of this Agreement; or
(b) B. The proven misconduct or negligence of the Liquidating Trusteeliquidating trustee.
Appears in 1 contract
Samples: Limited Partnership Agreement (Bradley Real Estate Inc)
