Common use of Waiver and Indemnification Clause in Contracts

Waiver and Indemnification. Neither the General Partner nor any of its Affiliates, directors, officers, shareholders, nor any Person acting on its or their behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to my Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the General Partner by this Agreement and the Act, provided that the General Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in, or not opposed to, the best interests of the Partnership and, provided further, that the General Partner or such other Person was not guilty of fraud, willful misconduct or gross negligence. The General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s shareholders. The Partnership shall, and hereby does, indemnify and hold harmless the General Partner and its Affiliates, their respective directors, officers, shareholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the General Partner pursuant to Article VI Section 7 (or any succeeding provision) of the Charter of the General Partner if such persons were directors, officers, agents or employees of the General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, partners, shareholders and any other individual acting on its or their behalf, from and against any costs (including costs of defense) incurred by it as a result of any litigation in which any Limited Partner is named as a defendant and relating to the operations of the Partnership, unless such costs are the result of misconduct on the part of, or a breach of this agreement by, such Limited Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership.

Waiver and Indemnification. Neither the General Partner Partner, nor any of its Affiliates, directors, trust managers, officers, shareholdersstockholders, nor any Person acting on its or their behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to my any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the General Partner by this Agreement and the Act, provided that the General Partner’s ’s, or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in, or not opposed to, in the best interests of the Partnership and, provided further, that the General Partner or such other Person was shall not be guilty of fraud, willful misconduct or gross negligence. The General Partner acknowledges that it owes fiduciary duties both to its shareholders stockholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders stockholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s shareholdersstockholders. Nothing contained in the preceding sentence shall be construed as entitling the General Partner to realize any profit or gain from any transaction between the General Partner and the Partnership (except as may be required by law upon a distribution to the General Partner), including from the lending of money by the General Partner to the Partnership or the contribution of property by the General Partner to the Partnership, it being understood that in any such transaction the General Partner shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the General Partner and its Affiliates, their respective directors, officers, shareholders stockholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the General Partner pursuant to Article VI Section 7 (or any succeeding provision) of the Charter Articles of the General Partner if such persons Persons were directors, officers, agents or employees of the General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, partners, shareholders stockholders and any other individual acting on its or their behalf, from and against any costs (including costs of defense) incurred by it as a result of any litigation or other proceeding in which any Limited Partner is named as a defendant and relating or any claim threatened or asserted against any Limited Partner, in either case which relates to the operations of the Partnership or any obligation assumed by the Partnership, unless such costs are the result of misconduct on the part of, or a breach of this agreement Agreement by, such Limited Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership.

Waiver and Indemnification. Neither (a) Notwithstanding anything to the General Partner nor any of its Affiliatescontrary contained in this Agreement (including Section 7.12 and the Schedules attached hereto), directors, officers, shareholders, neither the Members nor any Person acting on its or their behalf pursuant heretohereto (including the Board Members and General Growth Officers), shall be liable, responsible or accountable in damages or otherwise to the Partnership Company, any Subsidiary or to my Partner any Member for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon the General Partner them by this Agreement and Agreement, the Board and/or the Act, provided that the General Partner’s Member's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in, or not opposed to, in the best interests of the Partnership Company and/or the Subsidiaries and, provided further, that the General Partner Member or such other Person was shall not be guilty of fraud, willful intentional misconduct or gross negligence. The General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s shareholders. The Partnership Company shall, and hereby does, indemnify and hold harmless the General Partner Members and its Affiliates, their respective directors, officers, shareholders Affiliates and any other individual acting on its or their behalf to (including the extent such Persons would be indemnified by Board Members and the General Partner pursuant to Article VI Section 7 Growth Officers) from any loss, damage, claims or liability, including reasonable attorneys' fees and expenses, incurred by them (i) by reason of any act performed by them or any succeeding provisionPerson acting on their behalf (including the Board Members and the General Growth Officers) in connection with the management of the Charter Company and/or its Subsidiaries and/or any predecessors or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions of this indemnity. For purposes of this 7.13, the term "General Growth Officers" shall include the officers, directors and trustees of the General Partner if such persons were directors, officers, agents or employees of the General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, partners, shareholders and any other individual acting on its or their behalf, from and against any costs (including costs of defense) incurred by it as a result of any litigation in which any Limited Partner is named as a defendant and relating to the operations of the Partnership, unless such costs are the result of misconduct on the part of, or a breach of this agreement by, such Limited Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the PartnershipSubsidiaries.

Waiver and Indemnification. Neither (a) Notwithstanding anything to the General Partner nor any contrary contained in this Agreement (including the Schedules attached hereto), neither of its Affiliates, directors, officers, shareholders, the Members (including the Managing Member) nor any Person acting on its or their behalf pursuant heretohereto (including the Board members and GGMI), shall be liable, responsible or accountable in damages or otherwise to the Partnership Company, any Subsidiary or to my Partner any Member for any acts or omissions performed or omitted to be performed by it (or any Person acting on its behalf, including the Board members and GGMI) in connection with the management of the Company and/or the Subsidiaries or the performance of services for them or any of them and within the scope of the authority conferred upon the General Partner them by this Agreement and Agreement, the Board and/or the Act, provided that the General Partner’s Member's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in, or not opposed to, in the best interests of the Partnership Company and/or the Subsidiaries and, provided further, that the General Partner Member or such other Person was shall not be guilty of fraud, willful intentional misconduct or gross negligencenegligence (and the engagement in conduct permitted by Section 12.3 shall be deemed to have met such standards). The General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s shareholders. The Partnership Company shall, and hereby does, indemnify and hold harmless the General Partner Members (including the Managing Member) and its Affiliates, their respective directors, officers, shareholders Affiliates and any other individual acting on its or their behalf (including the Board members and GGMI) from any loss, damage, claims or liability, including reasonable attorneys' fees and expenses, incurred by them (i) by reason of any act performed or omitted to the extent such Persons would be indemnified performed by the General Partner pursuant to Article VI Section 7 (them or any succeeding provision) of the Charter of the General Partner if such persons were directors, officers, agents or employees of the General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, partners, shareholders and any other individual Person acting on its or their behalf, from and against any costs behalf (including costs of defensethe Board members and GGMI) incurred by it as a result of any litigation in which any Limited Partner is named as a defendant and relating to connection with the operations of the Partnership, unless such costs are the result of misconduct on the part management of, or a breach provision of services for, the Company and/or its Subsidiaries and/or any predecessors or successors thereof or thereto and in accordance with the standard of conduct set forth above or (ii) in enforcing the provisions of this agreement by, such Limited Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnershipindemnity.

Waiver and Indemnification. Neither the General Partner nor any of its Affiliates, directors, officers, shareholders, nor any Person acting on its or their behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to my any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the General Partner by this Agreement and the Act, provided PROVIDED that the General Partner’s 's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in, or not opposed to, the best interests of the Partnership and, provided furtherPROVIDED FURTHER, that the General Partner or such other Person was not guilty of fraud, willful misconduct or gross negligence. The General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; providedPROVIDED, howeverHOWEVER, that in the event of a conflict between the interests of the shareholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s 's shareholders. The Partnership shall, and hereby does, indemnify and hold harmless the General Partner and its Affiliates, their respective directors, officers, shareholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the General Partner pursuant to Article VI Section 7 IX (or any succeeding provision) of the Charter of the General Partner if such persons were directors, officers, agents or employees of the General Partner; providedPROVIDED, howeverHOWEVER, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, partners, shareholders and any other individual acting on its or their behalf, from and against any costs (including costs of defense) incurred by it as a result of any litigation in which any Limited Partner is named as a defendant and relating to the operations of the Partnership, unless such costs are the result of misconduct on the part of, or a breach of this agreement by, such Limited Partner; providedPROVIDED, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership.

Waiver and Indemnification. Neither In addition to and not in limitation of the General Partner nor any provisions of its Affiliatesthe Master Lease relating to waiver of liability, waiver of subrogation and indemnification that apply to this Sublease as incorporated by Section 10 hereof, Subtenant agree as follows: Subtenant shall indemnify, protect, hold harmless and defend Sublandlord and Sublandlord's officers, directors, officers, shareholders, nor any Person acting on its or their behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to my Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the General Partner by this Agreement and the Act, provided that the General Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in, or not opposed to, the best interests of the Partnership and, provided further, that the General Partner or such other Person was not guilty of fraud, willful misconduct or gross negligence. The General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s shareholders. The Partnership shall, and hereby does, indemnify and hold harmless the General Partner and its Affiliates, their respective directors, officers, shareholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the General Partner pursuant to Article VI Section 7 (or any succeeding provision) of the Charter of the General Partner if such persons were directors, officers, agents or employees of the General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, partners, shareholders members, principals, employees, agents, representatives, and any other individual acting on its or related entities and individuals, and their behalfrespective successors and assigns (collectively, "Sublandlord's Related Entities"), from and against any costs and all claims, actions, damages, liability, costs, and expenses, including attorneys' fees and costs, arising from personal injury, death, and/or property damage and arising from: (a) Subtenant's use or occupation of the Premises or any work or activity done or permitted by Subtenant in or about the Premises (including costs without limitation any storage or display of defensematerials or merchandise, or other activity by Subtenant in the Common Facilities), (b) incurred any activity, condition or occurrence in the Premises or other area under the control of Subtenant, (c) any breach or failure to perform any obligation imposed on Subtenant under this Sublease, (d) any breach or failure by it as a result of Subtenant to cause the Premises (and any litigation in which any Limited Partner is named as a defendant and relating to the operations all other areas of the PartnershipCenter under the control of Subtenant or that Subtenant is required to maintain) to comply with all Legal Requirements related to disabled persons or access, unless or (e) any other act or omission of Subtenant or its assignees or subtenants or their respective agents, contractors, employees, customers, invitees or licensees. Subtenant's obligation to indemnify, protect, hold harmless and defend shall include, but not be limited to, claims based on duties, obligations, or liabilities imposed on Sublandlord or Sublandlord's Related Entities by statute, ordinance, regulation, or other law, such costs are the result as claims based on theories of misconduct peculiar risk and nondelegable duty, and to any and all other claims based on the part ofnegligent act or omission of Sublandlord or Sublandlord's Related Entities. The parties intend that this provision be interpreted as the broadest Type I indemnity provision as defined in McDonald & Xxxxx, or a breach of this agreement by, such Limited Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership.Inc. v.

Waiver and Indemnification. Neither the Managing General Partner nor any of its Affiliates, directors, trust managers, officers, shareholders, nor any Person acting on its or their behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to my any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Managing General Partner by this Agreement and the Act, provided that the Managing General Partner’s 's or such other Person’s 's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in, or not opposed to, in the best interests of the Partnership and, provided further, that the Managing General Partner or such other Person was shall not be guilty of fraud, willful misconduct or 39 44 gross negligence. The Managing General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the Managing General Partner and the interests of the Limited Partners, the Limited Partners agree that the Managing General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the Managing General Partner’s 's shareholders. Nothing contained in the preceding sentence shall be construed as entitling the Managing General Partner to realize any profit or gain from any transaction between such Partner and the Partnership (except as may be required by law upon a distribution to the Managing General Partner), including from the lending of money by the Managing General Partner to the Partnership or the contribution of property by the Managing General Partner to the Partnership, it being understood that in any such transaction the Managing General Partner shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the Managing General Partner and its Affiliates, their respective directors, officers, shareholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the Managing General Partner pursuant to Article VI Section 7 (or any succeeding provision) of the Charter of the Managing General Partner if such persons were directors, officers, agents or employees of the Managing General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, partners, shareholders and any other individual acting on its or their behalf, from and against any costs (including costs of defense) incurred by it as a result of any litigation or other proceeding in which any Limited Partner is named as a defendant and relating or any claim threatened or asserted against any Limited Partner, in either case which relates to the operations of the Partnership or any obligation assumed by the Partnership, unless such costs are the result of misconduct on the part of, or a breach of this agreement Agreement by, such Limited Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership.

Waiver and Indemnification. Neither the General Partner Partner, nor any of its Affiliates, directors, trust managers, officers, shareholdersstockholders, nor any Person acting on its or their behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to my any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the General Partner by this Agreement and the Act, provided that the General Partner’s ’s, or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in, or not opposed to, in the best interests of the Partnership and, provided further, that the General Partner or such other Person was shall not be guilty of fraud, willful misconduct or gross negligence. The General Partner acknowledges that it owes fiduciary duties both to its shareholders stockholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders stockholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s shareholdersstockholders. Nothing contained in the preceding sentence shall be construed as entitling the General Partner to realize any profit or gain from any transaction between the General Partner and the Partnership (except as may be required by law upon a distribution to the General Partner ), including from the lending of money by the General Partner to the Partnership or the contribution of property by the General Partner to the Partnership, it being understood that in any such transaction the General Partner shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the General Partner and its Affiliates, their respective directors, officers, shareholders stockholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the General Partner pursuant to Article VI Section 7 (or any succeeding provision) of the Charter of the General Partner if such persons Persons were directors, officers, agents or employees of the General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, partners, shareholders stockholders and any other individual acting on its or their behalf, from and against any costs (including costs of defense) incurred by it as a result of any litigation or other proceeding in which any Limited Partner is named as a defendant and relating or any claim threatened or asserted against any Limited Partner, in either case which relates to the operations of the Partnership or any obligation assumed by the Partnership, unless such costs are the result of misconduct on the part of, or a breach of this agreement Agreement by, such Limited Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership.