Common use of Limited Liability Indemnification Clause in Contracts

Limited Liability Indemnification. The General Partner will not be liable to the Partnership or the Limited Partners for any act or omission by the General Partner pursuant to the authority granted to it by this Agreement, except by reason of willful misconduct, recklessness, or any act in breach of this Agreement. The General Partner will indemnify and save harmless the Partnership and the Limited Partners from any loss or liability arising out of its willful misconduct, recklessness, or breach of this Agreement. In determining whether the General Partner's acts hereunder constitute willful misconduct or recklessness, the Partners hereby agree that it shall not constitute willful misconduct or recklessness for the General Partner to comply with the provisions of those certain sale-leaseback transaction documents entered into on or about the date hereof and contemplated by the Participation Agreements (and specifically the return conditions set forth in Section 5 of the Facility Leases related thereto) and any other related documents to which the Partnership is a party. Further, in discharging its duties to the Partnership hereunder, the General Partner shall, to the fullest extent permitted by Pennsylvania law, be entitled to consider, to the extent it deems it appropriate in determining the best interests of the Partnership, the effects of any action it might take, upon creditors of the Partnership. The foregoing sentence shall continue to be in effect even though the General Partner is, or is an Affiliate of, a creditor of the Partnership, so long as any such determination does not constitute willful misconduct or recklessness. The Partnership will indemnify and save harmless the General Partner from any loss or liability incurred by the General Partner by reason of any act performed by the General Partner on behalf of the Partnership or in furtherance of the Partnership's interest other than by reason of the General Partner's willful misconduct, recklessness or breach of this Agreement, to the broadest extent permitted under Section 8510 of the Act or any similar successor statute. In the event the General Partner is found personally liable for any debts of the Partnership and is required to and does satisfy a Partnership liability out of its personal assets, the General Partner will have a right of reimbursement out of the assets of the Partnership (the "Right of Reimbursement"). The Right of Reimbursement will accrue to the General Partner 30 days after written notice thereof is given to each of the other Partners. Upon such accrual of the Right of Reimbursement, the General Partner will be reimbursed out of the assets of the Partnership in the following order of priority, but only to the extent necessary to satisfy such Right of Reimbursement: (i) out of the amounts then available for distribution to Interest Holders pursuant to Section 5.1 or Section 12.2; (ii) out of funds obtained by the Partnership from unsecured borrowings by the Partnership without recourse to any Partner; (iii) out of funds obtained by the Partnership from sale or refinancing of the assets of the Partnership; and (iv) out of funds obtained by the Partnership in any other manner; provided, however, that before any such sale or refinancing is consummated, the General Partner will have endeavored to obtain funds in the form of loans to the Partnership from the Limited Partners in an amount sufficient to reimburse the General Partner; and, provided further, that in the event the General Partner is to be reimbursed out of the proceeds of a proposed sale or refinancing of the assets of the Partnership, the General Partner will give 90 days prior written notice of any such proposed sale or refinancing to each of the other Partners. If sufficient funds described in clauses (i) or (ii) of the preceding sentence are obtained and used by the Partnership to reimburse the General Partner prior to the expiration of such 90-day period, such proposed sale or refinancing will not be consummated unless all of the Partners consent thereto. To the extent not reimbursed as provided above, the General Partner will have no right of contribution from the Limited Partners.