Liability of the Liquidator. The Liquidator 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 Liquidator's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator 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 arises out of: (1) a matter entirely unrelated to the Liquidator's action or conduct pursuant to the provisions of this Agreement; or (2) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 23 contracts
Samples: Limited Partnership Agreement (CNL American Properties Fund Inc), Limited Partnership Agreement (Crescent Real Estate Equities Co), Limited Partnership Agreement (Crescent Real Estate Equities Co)
Liability of the Liquidator. The Liquidator 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 Liquidator's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator 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 arises out of:
(1i) a matter entirely unrelated to the Liquidator's action or conduct pursuant to the provisions of this Agreement; or
(2ii) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Hammons John Q Hotels Lp), Limited Partnership Agreement (CNL Health Care Properties Inc), Limited Partnership Agreement (CNL Hospitality Properties Inc)
Liability of the Liquidator. The Liquidator 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 Liquidator's ’s taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator 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 arises out of:
(1) a matter entirely unrelated to the Liquidator's ’s action or conduct pursuant to the provisions of this Agreement; or
(2) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Crescent Real Estate Equities Co), Limited Partnership Agreement (Crescent Real Estate Equities Co)
Liability of the Liquidator. The Liquidator shall be indemnified and held harmless by the Partnership from and against any and all claims, demands, liabilities, costs, damages and causes cause of action of any nature whatsoever arising out of or incidental to the Liquidator's taking of any an action authorized under or within the scope of this Agreement; provided, however, that the Liquidator 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 arises out of:
(1i) a matter entirely unrelated to the Liquidator's action or conduct pursuant to the provisions of this Agreement; or
(2ii) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Cavanaughs Hospitality Corp), Agreement of Limited Partnership (Cavanaughs Hospitality Corp)
Liability of the Liquidator. The Liquidator shall be indemnified and held harmless by the Partnership Company 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 Liquidator's ’s taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator 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 arises out of:
(1a) a matter entirely unrelated to the Liquidator's ’s action or conduct pursuant to the provisions of this Agreement; or
(2b) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 1 contract
Liability of the Liquidator. The Liquidator 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 Liquidator's ’s taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator 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 arises out of:
(1i) a matter entirely unrelated to the Liquidator's ’s action or conduct pursuant to the provisions of this Agreement; or
(2ii) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 1 contract
Liability of the Liquidator. The Liquidator shall be indemnified and held harmless by the Partnership from and against any and all claims, demands, liabilities, costs, damages and causes cause of action of any nature whatsoever arising out of or incidental to the Liquidator's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator 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 arises out of:
(1i) a matter entirely unrelated to the Liquidator's action or conduct pursuant to the provisions of this Agreement; or
(2ii) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Meristar Hotels & Resorts Inc)
Liability of the Liquidator. The Liquidator shall be indemnified and held harmless by the Partnership Company 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 Liquidator's taking of any action authorized under or within the scope of this Agreement; provided, however, that the Liquidator 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 arises out of:
(1a) a matter entirely unrelated to the Liquidator's action or conduct pursuant to the provisions of this Agreement; or
(2b) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 1 contract
Samples: Operating Agreement (Eloyalty Corp)
Liability of the Liquidator. The Liquidator shall be indemnified and held harmless by the Partnership from and against any and all claims, demands, liabilities, costs, damages and causes cause of action of any nature whatsoever arising out of or incidental to the Liquidator's taking of any action authorized under or within the scope of this Agreement; providedPROVIDED, howeverHOWEVER, that the Liquidator 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 arises out of:
(1i) a matter entirely unrelated to the Liquidator's action or conduct pursuant to the provisions of this Agreement; or
(2ii) the proven willful misconduct or gross negligence of the Liquidator.
Appears in 1 contract
