Common use of Partner's Right of Contribution Clause in Contracts

Partner's Right of Contribution. Each Affiliated Partner Group hereby agrees to indemnify, defend and hold harmless the other Affiliated Partner Group and their respective officers, directors and employees from and against the indemnifying Affiliated Partner Group's Participation Percentage of any Indemnified Losses (calculated at the time any such Indemnified Loss was incurred), except to the extent that it is finally judicially determined that such Indemnified Losses arose out of or were related to actions or omissions of the indemnified Affiliated Partner Group or any of their respective officers, directors or employees (acting in their capacity as such) constituting (a) bad faith, fraud, violation of law or intentional misconduct or (b) a breach of this Agreement; provided, however, that such indemnified Affiliated Partner Group, and their respective officers, directors and employees shall not be entitled to indemnity under this Section 5.11.(A)(2) unless (i) the indemnified Affiliated Partner Group shall make a written demand for indemnification from the Partnership in accordance with Section 5.11.(D) and the Partnership shall fail to satisfy such demand in a manner reasonably satisfactory to the indemnified Affiliated Partner Group within sixty (60) days of such notice or (ii) the Partnership is Insolvent or otherwise unable to satisfy its obligations.