Partnership Indemnification. The Partnership agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
Partnership Indemnification. Except as specifically set forth in this Agreement, Partnership, on its own behalf and on behalf of its Subsidiaries, hereby releases, and agrees to indemnify and hold harmless, the Manager Parties from any and all Losses arising from or relating to (i) the provision or use of any Service or product provided hereunder to the extent not directly caused by the bad faith, gross negligence, willful misconduct, or actual fraud of a Manager Party or (ii) any material breach, violation or inaccuracy of any covenant, representation or warranty of Partnership or its Affiliates hereunder.
Partnership Indemnification. PARTNERSHIP will indemnify, defend, and hold harmless Provider, and its agents, and employees from any and all claims and losses accruing or resulting to any person, firm, corporation, or other entity injured or damaged by PARTNERSHIP, its officers, agents or employees, in the performance of this Agreement.
Partnership Indemnification. Partnership agrees to indemnify and hold you (and your directors, officers, employees and agents) harmless against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by you (and our directors, officers, employees and agents) in connection with any claims of any kind made by a third party arising out of a breach of Partnership’s representations or warranties.
Partnership Indemnification. (a) For a period of eighteen (18) months from Closing, the Partnership shall keep and save Transferor harmless from and shall indemnify and defend Transferor against any and all Damages, whether direct or consequential and no matter how arising, in any way related to, connected with or arising or resulting from (i) any breach of any representation or warranty of the Partnership under this Agreement; and (ii) any breach or default by the Partnership under any covenant or agreement of the Partnership under this Agreement. The Partnership shall forever hold Transferor harmless with respect to the Assumed Obligations.
Partnership Indemnification. In any threatened, pending or completed action, suit or proceeding to which any Partner was or is a party or is threatened to be made a party by reason of the fact that it is or was a Partner in the Partnership, involving an alleged cause of action for damages to a third party caused by its performance in managing or operating the Partnership business, the Partnership shall indemnify such Partner, its Affiliates and their respective employees, officers, directors and agents (collectively, “Indemnified Parties” and individually an “Indemnified Party”) for all amounts paid to satisfy judgments and settlements actually and reasonably incurred by such Indemnified Party(ies) in connection with such action, suit or proceeding if the Indemnified Party(ies) acted in good faith and in a manner it reasonably believed to be in the best interests of the Partnership, and provided that its conduct was not outside the Business Scope and did not constitute gross negligence, fraud, willful or wanton misconduct, a material breach of any of its obligations under this Agreement or a breach of its fiduciary duties to the Partnership or to the other Partner. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Indemnified Party(ies) acted in good faith, in a manner which it reasonably believed to be in the best interests of the Partnership, or within the Business Scope. To the extent that an Indemnified Party has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, or to the extent that such action, suit or proceeding has been settled, the Partnership shall indemnify such Indemnified Party against the expenses, including attorneys’ fees, actually and reasonably incurred by such Indemnified Party in connection therewith. The Partnership shall advance to an indemnified Partner the amount of such expenses and fees at the time they become due, unless the General Partner makes a good faith reasonable determination that the Partner would not be entitled to indemnification according to the standards set forth above. If the General Partner determines that such Partner should not be entitled to receive advances of such expenses, the Partner denied advances shall have the right to submit the determination as to whether such expenses should be advanced to arbitration in accordance with the Arbitration P...
Partnership Indemnification. The Partnership hereby covenants and agrees to and does hereby indemnify and hold harmless the Partners, their respective Affiliates and their respective officers, directors and personnel, from and against all Claims arising out of the operation of the Partnership except and only to the extent that such Claims result from violation of federal, state or local law, fraud, gross negligence, willful misconduct or breach of the Partnership Agreement by such indemnified Person.
Partnership Indemnification. (i) Subject to and in accordance with the further provisions of this Section 9(G), after Closing, the Partnership shall indemnify and defend ZML from and against any and all obligations arising under or with respect to the Leases listed on the Rent Roll, the Services Contracts listed on attached EXHIBIT E, the documents comprising the Skokie Economic Assistance Package as described on attached EXHIBIT T, and any other Permitted Exceptions (other than the Prudential Loan Documents), but only to the extent that such obligations are applicable to the period from and after (and including) the Closing Date.
Partnership Indemnification. Each Partner and each Affiliate of any Partner, as well as each Designated Representative appointed pursuant to Section 3.4 (each of the foregoing being referred to herein as an "Indemnitee") shall be indemnified, defended and held harmless by the Partnership to the fullest extent permitted by the Act from and against any and all losses, claims, damages, liabilities, expenses (including reasonable attorneys' fees and costs), judgments, fines, settlements, demands, actions, or suits relating to or arising out of the business of the Partnership or the operation and maintenance of the Project, or the exercise by the Indemnitee of any authority conferred on it hereunder or the performance by the Indemnitee of any of its duties and obligations under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no Indemnitee shall be entitled to indemnification hereunder with respect to any claim, issue or matter: (i) in respect of which it (or the Partnership as the result of an act or omission of such Indemnitee) has been adjudged liable for fraud, gross negligence or willful misconduct; (ii) based upon or relating to a material breach by it of any term or provision of this Agreement or any Collateral Agreement; or (iii) for costs or expenses incurred by the Indemnitee in connection with a claim or action against it by another Partner that is not related to the Indemnitee's actions under this Agreement. Notwithstanding this Section 6.2, no Partner shall be entitled to indemnification by the Partnership when or if acting in a capacity with the Partnership as other than a Partner, in which case, such right to indemnification shall be governed by an agreement, if any, between the Partnership and the Partner.
Partnership Indemnification. The Partnership shall indemnify, defend and hold Philxxxx, xxs Affiliates, and each of their employees, directors and agents, harmless from and against any and all (i) damages, liabilities, expenses and costs (including court costs and reasonable attorneys' fees) as a result of any claims, demands, suits, causes of action, proceedings or judgments arising as a result of the breach of any of the representations and warranties made by the Partnership herein, or (ii) any and all fines or penalties (criminal or civil) or other liabilities, expenses and costs (including court costs and reasonable attorneys' fees) incurred or paid as a result of any claims, demands, suits, causes of action, proceedings or judgments made or asserted by any Person against Philxxxx, xxs Affiliates, or any of their employees, directors or agents, for failure of the Partnership to comply with any applicable Law or Permit related to the performance of the obligations of the Partnership, its Affiliates, or their employees, contractors or agents, under the Project Agreements or arising out of or otherwise related to the operation of the Project; provided, however, that such indemnity shall not apply to the extent that such fine, penalty or other liability, expense or cost results from any environmental matter which is the subject of the environmental indemnity provisions in the Ground Lease and Easement Agreement.
