Securities Compliance; Indemnification and Contribution Clause Samples

Securities Compliance; Indemnification and Contribution. In addition to other restrictions found in this Agreement, no Partner shall transfer all or any part of such Partner’s Interest without compliance with all applicable federal and state securities laws. Each Partner shall indemnify, defend and hold the Partnership and each other Partner, its Affiliates and their respective shareholders, partners, Partners, officers, consultants, representatives, agents and employees, harmless from any liabilities in any way arising from the failure of a Transfer of any interest in the Partnership by or with respect to the indemnifying Partner (including any Transfer of an interest in any partners, Partners or shareholders of the indemnifying Partner, or in the direct or indirect (through one or more intermediaries) partners, Partners or shareholders therein, and regardless of whether occurring before or after the date of this Agreement) to comply with all applicable federal and state securities laws, or arising from the impact of such Transfer upon compliance of the Partnership and its Partners with those securities laws in connection with any previous Transfer of an interest in the Partnership. Should the preceding indemnity be unenforceable to any extent, then, to such extent, the Partner otherwise required to so indemnify the Partnership and the other Partner shall be obligated to contribute to any loss, liability, cost or expense resulting from the actions, omissions or events set forth in the above indemnification to the extent of its responsibility therefor, as determined by the trier of fact.