Expenses of Transfer; Indemnification. All expenses, including attorneys' fees and expenses, incurred by the Partnership in connection with any Transfer shall be borne by the transferring Limited Partner or such Limited Partner's transferee (any such transferee, when admitted and shown as a Limited Partner on the books and records of the Partnership, being hereinafter called a "SUBSTITUTED LIMITED PARTNER"). In addition, the transferring Limited Partner or such transferee shall indemnify the Partnership and the General Partner in a manner satisfactory to the General Partner against any losses, claims, damages or liabilities to which the Partnership or the General Partner may become subject arising out of, related to or in connection with any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Partner or such transferee.
Expenses of Transfer; Indemnification. All expenses, including attorneys’ fees and expenses, incurred by the General Partner or the Partnership in connection with any Transfer (whether or not such Transfer is consummated) shall, unless otherwise determined by the General Partner, acting in good faith, be borne by the transferring Limited Partner or such Limited Partner’s transferee (any such transferee, when admitted and shown as such on the books and records of the Partnership, a “Substituted Limited Partner”). In addition, the transferring Limited Partner or the Substituted Limited Partner shall indemnify the Partnership and the General Partner in a manner satisfactory to the General Partner against any losses, claims, damages or liabilities to which the Partnership or the General Partner may become subject arising out of, related to or in connection with any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Limited Partner or such Substituted Limited Partner.
Expenses of Transfer; Indemnification. All expenses, including attorneys’ fees and expenses, incurred by the Managing Member or the Company in connection with any Transfer shall be fully borne by the transferring Member or such Member’s transferee. In addition, the transferring Member or such transferee shall indemnify the Company and the Managing Member in a manner reasonably satisfactory to the Managing Member against any losses, claims, damages, liabilities or expenses to which the Company or the Managing Member may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Member or such transferee in connection with such Transfer.
Expenses of Transfer; Indemnification. All reasonable costs and expenses incurred by the Managing Member or the Board, as applicable, and the Company in connection with any Transfer of a Member’s Units, including any filing and recording costs and the reasonable fees and disbursements of counsel for the Company, shall be paid by the transferring Member. In addition, the transferring Member hereby indemnifies the Managing Member, the Board and the Company against any losses, claims, damages or liabilities to which the Managing Member, the Board or the Company or any of their respective Affiliates may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Member or such transferee in connection with such Transfer.
Expenses of Transfer; Indemnification. All expenses, including attorneys' fees and expenses, incurred by the General Partner or the Partnership in connection with any Transfer shall be fully borne by the transferring Limited Partner or such Limited Partner's transferee. In addition, the transferring Limited Partner or such transferee shall indemnify the Partnership and the General Partner in a manner reasonably satisfactory to the General Partner against any losses, claims, damages, liabilities or expenses to which the Partnership or the General Partner may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Limited Partner or such transferee in connection with such Transfer.
Expenses of Transfer; Indemnification. All expenses, including attorneys’ fees and expenses, incurred by the General Partner or the Partnership in connection with any Transfer shall be fully borne, jointly and severally, by the transferring Partner and such Partner’s transferee. In addition, such transferring Partner and such transferee shall indemnify the Partnership and the General Partner in a manner satisfactory to the General Partner, in its sole discretion, against any losses, claims, damages, liabilities or expenses to which the Partnership or the General Partner may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Partner or such transferee in connection with such Transfer.
Expenses of Transfer; Indemnification. 6.3.1 All expenses, including taxes and legal fees, incurred by either the General Partner or the Partnershipin connection with any Transfer shall, unless otherwise determined by the General Partner in its discretion, be borne by the transferring Limited Partner or such Transferee (any such Transferee, when admitted and shown as such on the books and records of the Partnership and the Register), provided that the General Partner may elect to advance such expenses, in which case such transferring Limited Partner or such Transferee shall promptly reimburse the General Partner therefor. In addition, the transferring Limited Partner and such Transferee shall indemnify the Partnership and the General Partner in a manner satisfactory to the General Partner against any losses, claims, damages or liabilities to which the Partnership or the General Partner may become subject arising out of, related to or in connection with any false representation or warranty made by,or breach or failure to comply with any covenant or agreement of, such transferring Limited Partneror such Transferee, as the case may be.
Expenses of Transfer; Indemnification. All expenses, including attorneys’ fees and expenses, incurred by the General Partner or the * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Partnership in connection with any Transfer (whether or not such Transfer is consummated) shall, unless otherwise determined by the General Partner, acting in good faith, be borne by the transferring Limited Partner or such Limited Partner’s transferee (any such transferee, when admitted and shown as such on the books and records of the Partnership, a “Substituted Limited Partner”). In addition, the transferring Limited Partner or the Substituted Limited Partner shall indemnify the Partnership and the General Partner in a manner satisfactory to the General Partner against any losses, claims, damages or liabilities to which the Partnership or the General Partner may become subject arising out of, related to or in connection with any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Limited Partner or such Substituted Limited Partner.
Expenses of Transfer; Indemnification. All costs and ------------------------------------- expenses incurred by the LLC in connection with any Transfer of a Member's Interest pursuant to this Article, including any filing and recording costs and the fees and disbursements of counsel for the LLC, shall be paid by the transferring Member or such Member's transferee. In addition, the transferring Member or such transferee shall indemnify the other Members and the LLC against any losses, claims, damages or liabilities to which such Members or the LLC may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Member or such transferee in connection with such Transfer.
Expenses of Transfer; Indemnification. All reasonable expenses, including attorneys' fees and expenses, incurred by the Company in connection with any Transfer shall be borne by the transferring Member (except as otherwise provided in Section 9.07 with respect to a Transfer thereunder). Where a certificate evidencing Interests is presented to the Company with a request to register for transfer, the Company may require reasonable assurance that such certificate be endorsed or accompanied by appropriate instruments of transfer duly executed. Any such certificate surrendered to the Company for transfer shall be canceled and a new certificate issued by the Company to the transferee evidencing the Interests which are being transferred; provided that if less than all of the Interests evidenced by a surrendered certificate are to be transferred, then the Company shall also issue a new certificate to the transferor evidencing the Interests which the transferor is not transferring. In addition, except as otherwise provided in Section 9.07 with respect to a Transfer thereunder, the transferring Member shall indemnify the Company against any losses, claims, damages or liabilities to which the Company may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Member or such transferee in connection with such Transfer.
