Common use of Limitation on Liability of General Partner; Indemnification Clause in Contracts

Limitation on Liability of General Partner; Indemnification. (a) The General Partner shall have no liability, responsibility or accountability in damages or otherwise to any other partner or the Partnership for, and the Partnership agrees to indemnify, pay, protect and hold harmless the General Partner (on the demand of and to the satisfaction of the General Partner) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, SuitS, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation all costs and expenses of defense, appeal and settlement of any and all suitS, actions, or proceedings instituted against such General Partner or the Partnership and all costs of investigation in connection therewith) which may be imposed on, incurred by or asserted against such General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Partnership or on the part of such General Partner; provided the General Partner shall be liable, responsible and accountable, and the Partnership shall not be liable to the General Partner, for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses or disbursements resulting from the General Partner's own negligence, misconduct or other breach of fiduciary duty to the Partnership or any Partner. If any action, suit or proceeding shall be pending or threatened against the Partnership or the General Partner relating to or arising, or alleged to relate to arise, out of any such action or non-action, the General Partner shall have the right to employ, at the expense of the Partnership, separate counsel of the General Partner's choice in such action, to represent the General Partner in such suit or proceeding. The satisfaction of the obligations of the Partnership under this Section shall be from and limited to the assets of the Partnership and no Partner shall have any personal liability on account thereof. The General Partner shall have the right to xxxx the Partnership for, or otherwise request the Partnership to pay, at any time and from time to time after the General Partner has become obligated to make payment therefor, any and all amounts for which the General Partner believes in good faith that such General Partner is entitled to indemnification under this Section. The Partnership shall pay any and all such bills and honor any and all such requests for payment within 60 days after such xxxx or request is received by the General Partner. If a final determination is made that the Partnership is not so obligated in respect of any amount paid by it to the General Partner, the General Partner shall refund such amount within 180 days of such final determination.

Limitation on Liability of General Partner; Indemnification. (a) The General Partner shall have no liability, responsibility or accountability in damages or otherwise to any other partner Partner or the Partnership for, and the Partnership agrees to indemnify, pay, protect and hold harmless the General Partner (on the demand of and to the satisfaction of the such General Partner) from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, SuitSsuits, proceedings, costs, expenses and disbursements of any kind or of nature whatsoever (including without limitation all costs and expenses of defense, appeal and settlement of any and all suitSsuits, actions, or proceedings instituted against such General Partner or the Partnership and all costs of investigation in connection therewith) which may be imposed on, incurred by by, or asserted against such General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, ,any action or inaction on the part of the Partnership or on the part of such General PartnerPartner as a general partner of the Partnership; provided that the General Partner shall be liable, responsible and accountable, and the Partnership shall not be liable to the General Partner, for any portion of such liabilities, liabilities obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses or disbursements resulting from the General Partner's ’s own negligence, misconduct or other breach of fiduciary duty to the Partnership or any Partner. If any action, suit or proceeding shall be pending or threatened against the Partnership or the General Partner relating to or arising, or alleged to relate to or arise, out of any such action or non-action, the General Partner shall have the right to employ, at the expense of the Partnership, separate counsel of the General Partner's ’s choice in such action, to represent the General Partner in such suit or proceeding. The satisfaction of the obligations of the Partnership under this Section section shall be from and limited to the assets of the Partnership and no Limited Partner shall have any personal liability on account thereof. The General Partner shall have the right to xxxx the Partnership for, or otherwise request the Partnership to pay, at any time and from time to time after the any General Partner has become obligated to make payment therefor, any and all amounts for which the General Partner believes in good faith that such General Partner is entitled to indemnification under this Sectionsection. The Partnership shall pay any and all such bills and honor any and all such requests for payment within 60 sixty (60) days after such xxxx or request is received by the General Partner. If In the event that a final determination is made that the Partnership is not so obligated in respect of any amount paid by it to the General Partner, the said General Partner shall refund such amount within 180 one hundred eighty (180) days of such final determination.

Limitation on Liability of General Partner; Indemnification. (a) The General Partner shall have no liability, responsibility or accountability in damages or otherwise to any other partner Partner or the Partnership for, and the Partnership agrees to indemnify, pay, protect and hold harmless the General Partner (on the demand of and to the satisfaction of the such General Partner) from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, SuitSsuits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation all costs and expenses of defense, appeal and settlement of any and all suitSsuits, actions, or proceedings instituted against such General Partner or the Partnership and all costs of investigation in connection therewith) which may be imposed on, incurred by by, or asserted against such General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Partnership or on the part of such General PartnerPartner as a general partner of the Partnership; provided that the General Partner shall be liable, responsible and accountable, and the Partnership shall not be liable to the General Partner, for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses or disbursements resulting from the General Partner's ’s own negligence, misconduct or other breach of fiduciary duty to the Partnership or any Partner. If any action, suit or proceeding shall be pending or threatened against the Partnership or the General Partner relating to or arising, or alleged to relate to or arise, out of any such action or non-action, the General Partner shall have the right to employ, at the expense of the Partnership, separate counsel of the General Partner's ’s choice in such action, to represent the General Partner in such suit or proceeding. The satisfaction of the obligations of the Partnership under this Section section shall be from and limited to the assets of the Partnership and no Limited Partner shall have any personal liability on account thereof. The General Partner shall have the right to xxxx the Partnership for, or otherwise request the Partnership to pay, at any time and from time to time after the any General Partner has become obligated to make payment therefor, any and all amounts for which the General Partner believes in good faith that such General Partner is entitled to indemnification under this Sectionsection. The Partnership shall pay any and all such bills and honor any and all such requests for payment within 60 sixty (60) days after such xxxx or request is received by the General Partner. If In the event that a final determination is made that the Partnership is not so obligated in respect of any amount paid by it to the General Partner, the said General Partner shall refund such amount within 180 one hundred eighty (180) days of such final determination.

Limitation on Liability of General Partner; Indemnification. (a) 1. The General Partner shall have no liability, responsibility or accountability in damages or otherwise to any other partner Partner or the Partnership for, and the Partnership agrees to indemnify, pay, protect and hold harmless the General Partner (on the demand of and to the satisfaction of the General Partner) from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, SuitSsuits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation all costs and expenses of defense, appeal and settlement of any and all suitSsuits, actions, actions or proceedings instituted against such the General Partner or the Partnership and all costs of investigation in connection therewith) which may be imposed on, incurred by or asserted against such the General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Partnership or on the part of such the General PartnerPartner as a General Partner of the Partnership; provided provided, that the General Partner shall be liable, responsible and accountable, and the Partnership shall not be liable to the General Partner, for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses or and disbursements resulting from the General Partner's own fraud, bad faith, negligence, misconduct or other breach of fiduciary duty to the Partnership or any Partner. If any action, suit or proceeding shall be pending or threatened against the Partnership or the General Partner relating to or arising, or alleged to relate to or arise, out of any such action or non-action, inaction the General Partner shall have the right to employ, at the expense of the Partnership, separate counsel of the General Partner's choice in such action, to represent the General Partner in such suit or proceeding. The satisfaction of the obligations of the Partnership under this Section 1 shall be from and limited to the assets of the Partnership and no Partner shall have any personal liability on account thereof. The General Partner shall have the right to xxxx the bill xxx Partnership for, or otherwise request the Partnership to pay, at any time and from time to time after the General Partner has become obligated to make payment therefor, any and all amounts for which the General Partner believes in good faith that such the General Partner is entitled to indemnification for under this Section. The Partnership shall pay any and all such bills and honor any and all such requests for payment within 60 days after such xxxx or request is received by the General Partner. If a final determination is made that the Partnership is not so obligated in respect of any amount paid by it to the General Partner, the General Partner shall refund such amount within 180 days of such final determination.

Limitation on Liability of General Partner; Indemnification. (a) 1. The General Partner shall have no liability, responsibility or accountability in damages or otherwise to any other partner Partner or the Partnership for, and the Partnership agrees to indemnify, pay, protect and hold harmless the General Partner (on the demand of and to the satisfaction of the General Partner) from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, SuitSsuits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation all costs and expenses of defense, appeal appeal, and settlement of any and all suitSsuits, actions, actions or proceedings instituted against such the General Partner or the Partnership and all costs of investigation in connection therewith) which may be imposed on, incurred by or asserted against such the General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Partnership or on the part of such the General PartnerPartner as a General Partner to the Partnership which the General Partner has determined, in good faith, was in the best interest of the Partnership; provided provided, that the General Partner shall be liable, responsible and accountable, and the Partnership shall not be liable to the General Partner, for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses or and disbursements resulting from the General Partner's own fraud, bad faith, negligence, misconduct or other breach of fiduciary duty to the Partnership or any Partner. If any action, suit or proceeding shall be pending or threatened against the Partnership or the General Partner relating to or arising, or alleged to relate to arise, out of any such action or non-action, the General Partner shall have the right to employ, at the expense of the Partnership, separate counsel of the General Partner's choice in such action, to represent the General Partner in such suit or proceeding. The satisfaction of the obligations of the Partnership under this Section shall be from and limited to the assets of the Partnership and no Partner shall have any personal liability on account thereof. The General Partner shall have the right to xxxx the Partnership for, or otherwise request the Partnership to pay, at any time and from time to time after the General Partner has become obligated to make payment therefor, any and all amounts for which the General Partner believes in good faith that such General Partner is entitled to indemnification under this Section. The Partnership shall pay any and all such bills and honor any and all such requests for payment within 60 days after such xxxx or request is received by the General Partner. If a final determination is made that the Partnership is not so obligated in respect of any amount paid by it to the General Partner, the General Partner shall refund such amount within 180 days of such final determination.

Limitation on Liability of General Partner; Indemnification. (a) 1. The General Partner shall have no liability, responsibility or accountability in damages or otherwise to any other partner Partner or the Partnership for, and the Partnership agrees to indemnify, pay, protect and hold harmless the General Partner (on the demand of and to the satisfaction of the General Partner) from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, SuitSsuits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation all costs and expenses of defense, appeal and settlement of any and all suitSsuits, actions, actions or proceedings instituted against such the General Partner or the Partnership and all costs of investigation in connection therewith) which may be imposed on, incurred by or asserted against such the General Partner or the Partnership in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Partnership or on the part of such the General PartnerPartner as a General Partner of the Partnership; provided provided, that the General Partner shall be liable, responsible and accountable, and the Partnership shall not be liable to the General Partner, for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses or and disbursements resulting from the General Partner's own fraud, bad faith, negligence, misconduct or other breach of fiduciary duty to the Partnership or any Partner. If any action, suit or proceeding shall be pending or threatened against the Partnership or the General Partner relating to or arising, or alleged to relate to or arise, out of any such action or non-action, inaction the General Partner shall have the right to employ, at the expense of the Partnership, separate counsel of the General Partner's choice in such action, to represent the General Partner in such suit or proceeding. The satisfaction of the obligations of the Partnership under this Section 1 shall be from and limited to the assets of the Partnership and no Partner shall have any personal liability on account thereof. The General Partner shall have the right to xxxx the bill xxx 20 Partnership for, or otherwise request the Partnership to pay, at any time and from time to time after the General Partner has become obligated to make payment therefor, any and all amounts for which the General Partner believes in good faith that such the General Partner is entitled to indemnification for under this Section. The Partnership shall pay any and all such bills and honor any and all such requests for payment within 60 days after such xxxx or request is received by the General Partner. If a final determination is made that the Partnership is not so obligated in respect of any amount paid by it to the General Partner, the General Partner shall refund such amount within 180 days of such final determination.