Indemnification by Partnership. The Partnership agrees, to the fullest extent permitted by applicable law, to indemnify, defend and hold harmless each Partner, its Affiliates and their respective officers, directors and employees from, against and in respect of any Liability which such Indemnified Person may sustain, incur or assume as a result of, or relative to, a Third Party Claim arising out of or in connection with the business, property or affairs of the Partnership, except to the extent that it is Finally Determined that such Third Party Claim arose out of or was related to actions or omissions of the indemnified Partner, its Affiliates or any of their respective officers, directors or employees (acting in their capacities as such) constituting a breach of this Agreement or any Related Agreement. The Partnership shall periodically reimburse or advance to any Person entitled to indemnity under this subsection (a) its legal and other expenses incurred in connection with defending any claim with respect to such Liability if such Person shall agree to reimburse promptly the Partnership for such amounts if it is finally determined that such Person was not entitled to indemnity hereunder. Nothing in this Section 13.2(a) is intended to, nor shall it, affect or take precedence over the indemnity provisions contained in any Related Agreement.
Indemnification by Partnership. To the fullest extent permitted under applicable law, the Partnership shall indemnify, defend and hold each Covered Person harmless from and against any and all Claims brought against such party arising out of or in connection to acts or omissions performed in connection with the business of the Partnership, and shall indemnify and hold each such Covered Person harmless from and against all resulting awards, settlements, damages liabilities, fines, costs and expenses (including reimbursement of reasonable attorneys’ and experts’ fees and court costs), to the extent that such Claim results from or is attributable to acts or omissions performed or omitted to be performed by such Covered Person unless such act was not: (a) in good faith on behalf of the Partnership, (b) in a manner reasonably believed by such indemnitee to be within the scope of the authority granted to such Covered Person by this Agreement, nor (c) in the best interests of the Partnership; provided, however, the Partnership shall have no indemnification obligation for Claims to the extent directly attributable to acts or omissions of such Covered Person that constitute (i) fraud, (ii) acts or omissions of a Covered Person not in subjective good faith or which involve intentional misconduct or a knowing violation of law or which were grossly negligent, or (c) for any transaction in which such Covered Person derived improper personal benefit.
Indemnification by Partnership. The Partnership shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Partner, its Affiliates and their respective officers, directors and employees from, against and in respect of any losses, claims, damages, costs and expenses (including costs of investigation, defense and attorneys' fees) and liabilities arising out of or in connection with the business or affairs of the Partnership (collectively, "Indemnified Losses"), except to the extent that it is finally judicially determined that such Indemnified Losses arose out of or were related to actions or omissions of the indemnified Partner, its Affiliates or any of their respective officers, directors or employees (acting in their capacities as such) constituting (a) bad faith, fraud, violation of law or intentional misconduct or (b) a breach of this Agreement. The Partnership shall periodically reimburse any Person entitled to indemnity under this Section 5.11.(A)(1) for its legal and other expenses incurred in connection with defending any claim (other than a claim by the Partnership or a Partner) with respect to such Indemnified Losses if such Person shall agree to reimburse promptly the Partnership for such amounts if it is finally judicially determined that such Person was not entitled to indemnity hereunder.
Indemnification by Partnership. (a) For the purposes of this Section 16.3, “Claim” shall mean any claim, action, demand, loss, cost or expense, and shall be deemed to include, without limitation, any Claim due to governmental requirements or related to the environment.
Indemnification by Partnership. The Partnership agrees, to the ------------------------------ fullest extent permitted by applicable law, to indemnify, defend and hold harmless each Partner, its Affiliates and their respective officers, directors and employees from, against and in respect of any Liability which such Indemnified Person may sustain, incur or assume as a result of, or relative to, a Third Party Claim arising out of or in connection with the business, property or affairs of the Partnership, except to the extent that it is Finally Determined that such Third Party Claim arose out of or was related to actions or omissions of the indemnified Partner, its Affiliates or any of their respective officers, directors or employees (acting in their capacities as such) constituting a breach of this Agreement or any Related Agreement. The Partnership shall periodically reimburse or advance to any Person entitled to indemnity under this subsection (a) its legal and other expenses incurred in connection with defending any claim with respect to such Liability if such Person shall agree to reimburse promptly the Partnership for such amounts if it is finally determined that such Person was not entitled to indemnity hereunder. Nothing in this Section 13.2(a) is intended to, nor shall it, affect or take --------------- precedence over the indemnity provisions contained in any Related Agreement.
Indemnification by Partnership. (a) Partnership hereby assumes all responsibility for and agrees to indemnify Parent against any and all damages, losses, claims, suits or other expenses whatsoever arising out of any Partnership Group Member’s promotion, advertising, use or sale of any services under the Names or the Xxxx, including Parent’s reasonable attorneys’ fees incurred in the defense of any action against Parent.
Indemnification by Partnership. (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; however, the Partnership shall not indemnify an Indemnitee with respect to (i) an act or omission of the Indemnitee that was material to the matter giving rise to the proceeding and either was the result of intentional misconduct or a knowing violation of law; or (ii) for any transaction for which such Indemnitee received a personal benefit in violation or breach of any provision of this Agreement. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.6(a); provided, however, the termination of any criminal proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by Indemnitee creates a rebuttable presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.6(a) with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 7.6 shall be made only out of the assets of the Partnership and no Partner shall have any personal liability therefor.
Indemnification by Partnership. The Partnership will indemnify and hold harmless each seller of Registrable Shares, each underwriter of Registrable Shares, and each other person, if any, who controls any such seller or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934 against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement including such Registrable Shares, any preliminary prospectus or final prospectus contained in such Registration Statement, any amendment or supplement to such Registration Statement, or any other disclosure document, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and, the Partnership will reimburse each such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (a) any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Partnership, in writing, relating to such seller by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof or (b) the failure of such seller to deliver copies of the prospectus in the manner required by the Securities Act.
Indemnification by Partnership. The Partnership hereby indemnifies, holds harmless and defends the Limited Partners, the General Partner, the Representatives, the officers of the Partnership and each of their respective agents, officers, directors, members, partners, shareholders and employees from and against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (i) their activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including, without limitation, the provision of Credit Enhancement (but specifically excluding from such indemnity by the Partnership any such loss, expense, damage or injury incurred by such party under so called “bad boy” guaranties or similar agreements which provide for recourse to such Partner or its Affiliate as a result of its willful failure to comply with covenants, willful misconduct or gross negligence), (ii) their status as Limited Partners, General Partners, representatives, employees or officers of the Partnership (or their respective agents, officers, directors, members, managers, partners, shareholders or employees), or (iii) the Partnership’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Partnership or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party. For the purposes of this Section 14.2, officers, directors, members, employees and other representatives of Affiliates of a Partner who are functioning as representatives of such Partner in connection with this Agreement shall be considered representatives of such Partner for the purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Partnership in advance of the final disposition of such proceeding upon receipt by the Partnership of (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of co...
Indemnification by Partnership. (a) The Partnership hereby assumes all responsibility for and agrees to indemnify QRC against any and all damages, losses, claims, suits or other expenses whatsoever arising out of the Partnership Group’s promotion, advertising, use or sale of any services under the Name or the Mxxx, including QRC’s reasonable attorneys’ fees incurred in the defense of any action against QRC.
