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

Limitation on Liability of General Partner; Indemnification. (a) The General Partner of the Partnership shall not have any liability to the Partnership or the Other Partners for any losses sustained or liabilities incurred as a result of any act or omission of such General Partner if (i) the General Partner acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership and (ii) the conduct of the General Partner did not constitute a breach of the provisions of this Agreement, fraud, gross negligence, or willful misconduct.

Appears in 2 contracts

Samples: Contribution Agreement (Contango Oil & Gas Co), Cheniere Energy Inc

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Limitation on Liability of General Partner; Indemnification. (a) The General Partner of the Partnership shall not have any liability to the Partnership or the Other Partners for any losses sustained or liabilities incurred as a result of any act or omission of such General Partner if (i) the General Partner acted in good faith and in a manner it reasonably believed to be in, unless such act or not opposed to, the best interests of the Partnership and (ii) the conduct of the General Partner did not constitute a omission constitutes any breach of the provisions terms of this Agreement, fraud, bad faith, gross negligence, or willful misconduct.

Appears in 1 contract

Samples: Limited Partnership Agreement (Cheniere Energy Inc)

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Limitation on Liability of General Partner; Indemnification. (a) The 1. Neither the General Partner nor any of the Partnership its Affiliates shall not have any liability to the Partnership or the Other Partners to any Partner for any losses sustained or liabilities incurred as a result loss suffered by the Partnership which arises out of any act action or omission inaction of such General Partner if (i) the General Partner acted or its Affiliates if the General Partner or its Affiliates in good faith and determined that such course of conduct was in a manner it reasonably believed to be in, or not opposed to, the best interests interest of the Partnership and (ii) the such course of conduct of the General Partner did not constitute a breach of the provisions of this Agreement, fraud, gross negligence, or willful misconduct.constitute

Appears in 1 contract

Samples: Agreement (Carey Diversified Properties LLC)

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