Examples of Partnership Indemnitee in a sentence
Any such payment by the Partnership is referred to in this Agreement as an “Expense Advance.” In connection with any request for an Expense Advance, if requested by the Partnership, Indemnitee or Indemnitee’s counsel shall also submit an affidavit stating that the Expenses incurred were, or in the case of retainers to be incurred are, reasonably incurred.
If a claim for indemnification or advancement of expenses is not paid in full by the Partnership within ninety (90) days after a written claim has been received from Indemnitee by the Partnership, Indemnitee may at any time bring suit against the Partnership to recover the unpaid amount of the claim.
The indemnification provided by this Section 14.1 shall inure solely to the benefit of the Partnership Indemnitee and his heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.
Each Partner (each, an “Indemnitor”) shall indemnify and hold harmless the Partnership, the other Partners, and their respective Representatives and alternate Representatives and the officers and other agents of the Partnership (each individually, a “Partner Indemnitee”) for any and all Indemnified Losses with respect to which the Indemnitor would not be entitled to indemnification as a Partnership Indemnitee.
Nothing in this Section 7.08 shall preclude any Partnership Indemnitee from asserting and recovering Liabilities pursuant to Section 13.02 that such Partnership Indemnitee is otherwise able to assert and recover pursuant to Section 13.02, and the indemnification provisions of this Section 7.08 (including those contained in the Organizational Documents and the Advisory Services Agreement) shall not cover amounts that are paid pursuant to Section 13.02.
Notwithstanding the foregoing, ACCC will not be required to indemnify and save harmless any of the Partnership Indemnitees for Losses incurred directly or indirectly by any Partnership Indemnitee arising out of or resulting from (a) the discharge of the obligations of the Partnership under the Pension and Benefits Agreement or (b) the Partnership being the successor to MPCo as contemplated in Section 4.01(1)(b).
Partnership Common Units disbursed to the Partnership (or any other Partnership Indemnitee) will be deducted from the holdings of each Unit Contributor on a pro rata basis according to the number of Partnership Common Units held in the Unit Escrow Fund for the account of such Unit Contributor.
In no event shall the Evercore Partners, the Protego Partners or the Partnership be liable for Losses based upon incidental, special or punitive damages, unless such damages are payable by any Partnership Indemnitee or Partner Indemnitee, as applicable, to a third party.
Notwithstanding any other provision of this Agreement, ACCC shall not have the obligation, pursuant to Section 5.02, to indemnify and save harmless a Partnership Indemnitee from and against a Loss in respect of which ACCC and ACI have the obligation to indemnify and save harmless such Partnership Indemnitee under Section 2.3 of the Implementation Agreement.
The indemnification provided in this Section 6 will inure to the benefit of the heirs, successors, assigns and administrators of each Manager Indemnitee and Partnership Indemnitee.