Common use of Indemnification by Partnership Clause in Contracts

Indemnification by Partnership. (a) Subject to Section 11.5(c), the Partnership shall indemnify, hold harmless and defend the General Partner, and all its agents and employees from and against any loss, expense, damage or injury suffered or sustained by them by reason of any acts or omissions arising out of their activities on behalf of the Partnership or in furtherance of the interests of the Partnership, 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, if the indemnified party reasonably believed in good faith that the acts or omissions upon which such actual or threatened action, proceeding or claim is based were in the best interest of the Partnership, and if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful misconduct by the indemnified party. For purposes of this Section 11.6, reliance upon the advice of legal counsel, appraisers, accountants or other professionals, shall raise a rebuttable presumption of "good faith." Reasonable expenses incurred by the indemnified party, in connection with the foregoing matters may be paid or reimbursed by the Partnership in advance of the final disposition of such proceeding upon receipt by the Partnership of (i) written affirmation by the Person requesting indemnification of his or its good faith belief that he has met the standard of conduct necessary for indemnification by the Partnership, and (ii) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the indemnified party but need not be secured. This

Indemnification by Partnership. (a) Subject to Section 11.5(c)The Partnership hereby indemnifies, holds harmless and defends the Partners, the Partnership shall indemnifyofficers and each of their respective agents, hold harmless and defend the General Partnerofficers, and all its agents directors, members, managers, partners, shareholders and employees from and against any loss, cost, expense, damage damage, punitive damage, claim, liability or injury suffered or sustained by them by reason of any acts or omissions arising out of their activities on behalf of the Partnership or in furtherance of the interests of the Partnership, (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, if ) by reason of or arising out of (i) their activities on behalf of the indemnified party reasonably believed Partnership or in good faith that furtherance of the acts or omissions upon which such actual or threatened action, proceeding or claim is based were in the best interest interests of the Partnership, and (ii) their status as a Partner, General Partner or officer of the Partnership, 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 negligence, willful or willful wanton misconduct or a knowing and culpable violation of law by the indemnified partyparty or as a result of the willful breach of any obligation under this Agreement by the indemnified party or of the fiduciary duties owed to the Partnership or the other Partners by such Partner or Person. For purposes of this Section 11.6, reliance upon the advice of legal counsel, appraisers, accountants or other professionals, shall raise a rebuttable presumption of "good faith." Reasonable expenses incurred by the indemnified party, party in connection with any such proceeding relating to the foregoing matters may shall be paid or reimbursed by the Partnership in advance of the final disposition of such proceeding upon receipt by the Partnership of (i) written affirmation by the Person requesting indemnification of his or its good faith belief that he it has met the standard of conduct necessary for indemnification by the Partnership, Partnership and (ii) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the indemnified party but need not be secured. ThisNotwithstanding the foregoing provisions of this Section 14.2, the Partnership will have no duty to indemnify, hold harmless or defend any of the Partners with respect to claims brought among or between them to enforce the terms of this Agreement. 41

Indemnification by Partnership. (a) Subject to Section 11.5(c)To the fullest extent permitted by Delaware law, the Partnership shall indemnify, hold harmless and defend the General Partner, and all its agents and employees indemnify each Indemnitee from and against any lossand all losses, expenseclaims, damage damages, liabilities, joint or injury suffered several, expenses (including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or sustained by them by reason of any acts proceedings, civil, criminal, administrative or omissions arising out of their activities on behalf investigative, that relate to the operations of the Partnership or STT as set forth in furtherance this Agreement, in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the interests Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or any entry of an order of probation against an Indemnitee prior to judgment, creates a rebuttable presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.6(a). Any indemnification pursuant to this Section 7.6 shall be made only out of the Partnership, 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, if the indemnified party reasonably believed in good faith that the acts or omissions upon which such actual or threatened action, proceeding or claim is based were in the best interest assets of the Partnership, and if neither the acts General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership, or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful misconduct by otherwise provide funds, to enable the indemnified party. For purposes of Partnership to fund its obligations under this Section 11.6, reliance upon the advice of legal counsel, appraisers, accountants or other professionals, shall raise a rebuttable presumption of "good faith7.6." (b) Reasonable expenses incurred by the indemnified party, in connection with the foregoing matters may an Indemnitee who is a party to a proceeding shall be paid or reimbursed by the Partnership in advance of the final disposition of such the proceeding upon receipt by the Partnership of (i) a written affirmation by the Person requesting indemnification Indemnitee of his or its the Indemnitee's good faith belief that he has met the standard of conduct necessary for indemnification by the Partnership, as authorized in this Section 7.6, has been met, and (ii) a written undertaking by or on behalf of such Person the Indemnitee to repay such the amount paid or reimbursed if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking conduct has not been met. (c) The indemnification provided by this Section 7.6 shall be in addition to any other rights to which an unlimited general obligation Indemnitee or any other Person may be entitled under any agreement, as a matter of law, pursuant to a vote of the indemnified party Partners or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement with such Indemnitee or in the writing pursuant to which such Indemnitee is indemnified. (d) The Partnership may, but need shall not be securedobligated to, purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Persons in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify any such Person against such liability under the provisions of this Agreement. (e) Any liabilities which an Indemnitee incurs as a result of acting on behalf of an Entity that is part of the Consolidated Company (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities or judgments or fines under this Section 7.6, if the Indemnitee reasonably believed the actions taken or omitted were in the interests of the participants and beneficiaries of the employee benefit plan, in which event such actions or inactions will be deemed for the benefit of the Partnership. (f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.6 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (g) In no event may an Indemnitee subject any of the Partners to personal liability by reason of the indemnification provisions of this Agreement. (h) The provisions of this Section 7.6 are for the benefit of the Indemnitees, their heirs, successors, assigns, personal representatives and administrators, and shall not be deemed to create any rights for the benefit of any other Person. ThisAny amendment, modification or repeal of this Section 7.6 or any provision hereof shall be prospective only and shall not in any way affect the Partnership's liability to any Indemnitee under this Section 7.6 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Indemnification by Partnership. (a) Subject 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 Section 11.5(c)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 indemnify, hold harmless not indemnify an Indemnitee (i) with respect to an act or omission of the Indemnitee that was material to the matter giving rise to the proceeding and defend either was the General Partner, and all its agents and employees from and against result of intentional misconduct or a knowing violation of law; or (ii) for any loss, expense, damage transaction for which such Indemnitee received a personal benefit in violation or injury suffered or sustained by them by reason breach of any acts provision of this Agreement. The termination of any proceeding by judgment, order or omissions arising 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 their activities on behalf the assets of the Partnership or in furtherance of the interests of the Partnership, including but not limited to and no Partner shall have 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, if the indemnified party reasonably believed in good faith that the acts or omissions upon which such actual or threatened action, proceeding or claim is based were in the best interest of the Partnership, and if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful misconduct by the indemnified party. For purposes of this Section 11.6, reliance upon the advice of legal counsel, appraisers, accountants or other professionals, shall raise a rebuttable presumption of "good faithpersonal liability therefor." (b) Reasonable expenses incurred by the indemnified party, in connection with the foregoing matters an Indemnitee who is a party to a proceeding may be paid or reimbursed by the Partnership in advance of the final disposition of such the proceeding upon receipt by the Partnership of (i) a written affirmation by the Person requesting indemnification Indemnitee of his or its the Indemnitee's good faith belief that he has met the standard of conduct necessary for indemnification by the Partnership, as authorized in this Section 7.6, has been met, and (ii) a written undertaking by or on behalf of such Person the Indemnitee to repay such the amount paid or reimbursed if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking conduct has not been met. (c) The indemnification provided by this Section 7.6 shall be in addition to any other rights to which an unlimited general obligation Indemnitee or any other Person may be entitled under any agreement, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement with such Indemnitee or in the writing pursuant to which such Indemnitee is indemnified. (d) The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of the indemnified party but need Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Persons in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify any such Person against such liability under the provisions of this Agreement. (e) Any liabilities which an Indemnitee incurs as a result of acting on behalf of the Partnership or the General Partner (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities or judgments or fines under this Section 7.6, unless such liabilities arise as a result of (i) such Indemnitee's intentional misconduct or knowing violation of the law, or (ii) any transactions in which such Indemnitee received a personal benefit in violation or breach of any provision of this Agreement or applicable law. (f) An Indemnitee shall not be secureddenied indemnification in whole or in part under this Section 7.6 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (g) The provisions of this Section 7.6 are for the benefit of the Indemnitees, their heirs, successors, assigns, personal representatives and administrators, and shall not be deemed to create any rights for the benefit of any other Persons. ThisAny amendment, modification or repeal of this Section 7.6 or any provision hereof shall be prospective only and shall not in any way effect the limitations on the Partnership's liability to any Indemnitee under this Section 7.6 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Indemnification by Partnership. (a) Subject to Section 11.5(c), the The Partnership shall indemnify, hold harmless and defend the General Partner, and all its agents and employees indemnify an Indemnitee from and against any lossand all losses, expenseclaims, damage damages, liabilities, joint or injury suffered several, expenses (including legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or sustained by them by reason of any acts proceedings, civil, criminal, administrative or omissions arising out of their activities on behalf investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or in furtherance is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the interests Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. 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 7.8(a). Any indemnification pursuant to this Section 7.8 shall be made only out of the Partnership, 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, if the indemnified party reasonably believed in good faith that the acts or omissions upon which such actual or threatened action, proceeding or claim is based were in the best interest assets of the Partnership, Partnership and if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful misconduct by the indemnified party. For purposes of this Section 11.6, reliance upon the advice of legal counsel, appraisers, accountants or other professionals, no Partner shall raise a rebuttable presumption of "good faithhave any personal liability therefor." (b) Reasonable expenses incurred by the indemnified party, in connection with the foregoing matters an Indemnitee who is a party to a proceeding may be paid or reimbursed by the Partnership in advance of the final disposition of such the proceeding upon receipt by the Partnership of (i) a written affirmation by the Person requesting indemnification Indemnitee of his or its the Indemnitee's good faith belief that he has met the standard of conduct necessary for indemnification by the Partnership, as authorized in this Section 7.8, has been met, and (ii) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the indemnified party but need not be secured. ThisIndemnitee to

Indemnification by Partnership. (a) Subject to Section 11.5(cThe Selected Business and Advance/▇▇▇▇▇▇▇▇ shall indemnify and save harmless the Partnership, each Partner (other than Advance/▇▇▇▇▇▇▇▇), the Partnership shall indemnifyofficers, hold harmless and defend the General Partnerdirectors, and all stockholders of each Partner (other than Advance/▇▇▇▇▇▇▇▇) and its agents Affiliates, and the officers and employees of the Residual Business, from and against any loss, expensedamage, damage or injury suffered or sustained expense incurred by any of them by reason of any acts act or omissions arising out of their activities omission to act on behalf of the Partnership Selected Business (including any action or omission by the Partner acting as Tax Matters Partner), performed by any of them in furtherance good faith and without gross negligence, willful misconduct, or breach of the interests of this Agreement. (b) The Residual Business, TWE and Paragon shall indemnify and save harmless the Partnership, including but not limited to each Partner, the officers, directors, and stockholders of each Partner and its Affiliates, and the officers and employees of the Selected Business, from any judgmentloss, awarddamage, settlement, reasonable attorneys' fees and other costs or expenses expense incurred in connection with the defense by any of them by reason of any actual act or threatened actionomission to act on behalf of the Residual Business (including any action or omission by the Partner acting as Tax Matters Partner), proceeding or claim, if the indemnified party reasonably believed performed by any of them in good faith that the acts and without gross negligence, willful misconduct, or omissions upon which such actual breach of this Agreement. (c) Any reasonable expenses incurred by any indemnified person pursuant to this Section 13.1 in defending any civil or threatened criminal action, suit or proceeding (or claim is based were in the best interest of threat thereof), other than a claim, action, suit, or proceeding brought by the Partnership, which is based, in whole or in part, upon any alleged act or omission to act on behalf of the Selected Business or Residual Business, as the case may be, shall be borne and if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful misconduct paid by the indemnified party. For purposes of this Section 11.6Selected Business (and Advance ▇▇▇▇▇▇▇▇) or the Residual Business (and TWE and Paragon), reliance upon as the advice of legal counselcase may be, appraisers, accountants or other professionals, shall raise a rebuttable presumption of "good faith." Reasonable expenses incurred by the indemnified party, in connection with the foregoing matters may be paid or reimbursed by the Partnership in advance of the final disposition of such action, suit, or proceeding (or the threat thereof) upon receipt by the Partnership of (i) written affirmation by the Person requesting indemnification of his or its good faith belief that he has met the standard of conduct necessary for indemnification by the Partnership, and (ii) a written reasonably satisfactory undertaking by or on behalf of such Person the indemnified person to repay to the Selected Business (and Advance ▇▇▇▇▇▇▇▇) or the Residual Business(and TWE and Paragon), as the case may be, the amount of such amount expenses if it shall ultimately be determined by a court of competent jurisdiction that such Person has person is not met such standard of conduct, which undertaking entitled to the indemnification provided for under this Section 13.1. Any indemnity under this Section 13.1 shall be an unlimited general obligation provided out of and to the extent of the indemnified party but need not Selected Business' or Residual Business', as the case may be, assets only. (d) The Selected Business and Advance/▇▇▇▇▇▇▇▇ shall directly compensate the Partnership for the amount of any indemnification to be secured. Thisprovided to the Partnership in accordance with this Section 13.1.

Indemnification by Partnership. (a) Subject The Partnership shall indemnify any person or entity that was or is a party or is threatened to Section 11.5(cbe made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Partnership), the Partnership shall indemnify, hold harmless and defend the General Partner, and all its agents and employees from and against any loss, expense, damage or injury suffered or sustained by them by reason of any acts the fact that such person or omissions arising out entity is or was a member of their activities on behalf the Management Committee, a Partner, or officer or is or was serving at the request of the Partnership as a director, officer, employee, representative or in furtherance agent of the interests of the Partnershipanother entity, against expenses (including but not limited to any judgment, award, settlement, reasonable attorneys' fees fees), judgments, fines and other costs amounts paid in settlement actually and reasonably incurred by such person or expenses incurred entity in connection with the defense of any actual or threatened such action, suit or proceeding if such person or claim, if the indemnified party reasonably believed entity acted in good faith that the acts and in a manner such person or omissions upon which such actual entity reasonably believed to be in or threatened action, proceeding or claim is based were in not opposed to the best interest of the Partnership, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that such person or entity did not act in good faith and if in a manner which he, she or it reasonably believed to be in or not opposed to the acts best interests of the Partnership, and, with respect to any criminal action or omissions were not performed proceeding, had reasonable cause to believe that his, her or omitted fraudulently its conduct was unlawful. (b) The Partnership shall indemnify any person or entity that was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit in the right of the Partnership to procure a judgment in its favor by reason of the fact that such person or entity is or was a member of the Management Committee, a Partner or officer of the Partnership, or is or was serving at the request of the Partnership as a result director, officer, employee, representative or agent of gross negligence or willful misconduct by the indemnified party. For purposes of this Section 11.6another entity, reliance upon the advice of legal counsel, appraisers, accountants or other professionals, shall raise a rebuttable presumption of "good faith." Reasonable against expenses (including attorneys' fees) actually and reasonably incurred by the indemnified partyhim, her or it in connection with the foregoing matters may be paid defense or reimbursed by the Partnership in advance of the final disposition settlement of such proceeding upon receipt by the Partnership of (i) written affirmation by the Person requesting indemnification of his action or its suit if he, she or it acted in good faith belief that he has met and in a manner such person or entity reasonably believed to be in or not opposed to the standard best interests of conduct necessary for indemnification by the Partnership, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person or entity shall have been adjudged to be liable to the Partnership unless and only to the extent that a Delaware state court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person or entity is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. (c) To the extent that a member of the Management Committee or a Partner or officer of the Partnership has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (iib) a written undertaking by of this Section 12.4, or on behalf in defense of such Person to repay such amount if any claim therein, he, she or it shall ultimately be determined indemnified against expenses (including attorneys' fees) actually and reasonably incurred by a court of competent jurisdiction that such Person has not met such standard of conducthim, which undertaking shall be an unlimited general obligation of the indemnified party but need not be secured. Thisher or it in connection therewith.

Indemnification by Partnership. (a) Subject 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 Section 11.5(c)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 indemnify, hold harmless 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 defend either was the General Partner, and all its agents and employees from and against result of intentional misconduct or a knowing violation of law; or (ii) for any loss, expense, damage transaction for which such Indemnitee received a personal benefit in violation or injury suffered or sustained by them by reason breach of any acts provision of this Agreement. The termination of any proceeding by judgment, order or omissions arising settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7(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 7.7(a) with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 7.7 shall be made only out of their activities on behalf the assets of the Partnership or in furtherance of the interests of the Partnership, including but not limited to and no Partner shall have 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, if the indemnified party reasonably believed in good faith that the acts or omissions upon which such actual or threatened action, proceeding or claim is based were in the best interest of the Partnership, and if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful misconduct by the indemnified party. For purposes of this Section 11.6, reliance upon the advice of legal counsel, appraisers, accountants or other professionals, shall raise a rebuttable presumption of "good faithpersonal liability therefor." (b) Reasonable expenses incurred by the indemnified party, in connection with the foregoing matters an Indemnitee who is a party to a proceeding may be paid or reimbursed by the Partnership in advance of the final disposition of such the proceeding upon receipt by the Partnership of (i) a written affirmation by the Person requesting indemnification Indemnitee of his or its the Indemnitee's good faith belief that he has met the standard of conduct necessary for indemnification by the Partnership, as authorized in this Section 7.7, has been met, and (ii) a written undertaking by or on behalf of such Person the Indemnitee to repay such the amount paid or reimbursed if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking conduct has not been met. (c) The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an unlimited general obligation Indemnitee or any other Person may be entitled under any agreement, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement with such Indemnitee or in the writing pursuant to which such Indemnitee is indemnified. (d) The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of the indemnified party but need Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Persons in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify any such Person against such liability under the provisions of this Agreement. (e) Any liabilities which an Indemnitee incurs as a result of acting on behalf of the Partnership or the General Partner (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities or judgments or fines under this Section 7.7 unless such liabilities arise as a result of (i) such Indemnitee's intentional misconduct or knowing violation of the law, or (ii) any transactions in which such Indemnitee received a personal benefit in violation or breach of any provision of this Agreement or applicable law. (f) An Indemnitee shall not be secureddenied indemnification in whole or in part under this Section 7.7 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (g) The provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns, personal representatives and administrators, and shall not be deemed to create any rights for the benefit of any other Persons. ThisAny amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way effect the limitations on the Partnership's liability to any Indemnitee under this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Indemnification by Partnership. (a) Subject The Partnership, out of its assets to Section 11.5(c)the fullest extent permitted by applicable law, the Partnership shall indemnify, defend, and hold harmless and defend the General Partner, Partner and all its agents and employees Affiliates from and against any loss, expenseliability, damage or injury suffered or sustained by them by reason damage, cost, and expense (including attorneys’ and accountants’ fees and expenses incurred in defense of any acts demands, claims and lawsuits) actually and reasonably incurred by the General Partner or omissions Affiliate arising out of their from acts, omissions, activities, or conduct concerning the business or activities undertaken by or on behalf of the Partnership or in furtherance of the interests of the Partnership, including but without limitation any demands, claims, or lawsuits initiated by a Limited Partner or assignee thereof, provided that a court of competent jurisdiction upon entry of final judgment shall find (or, if no final judgment shall be entered, independent legal counsel, who shall be other than counsel to the Partnership or the General Partner or Affiliate, shall in writing opine) that such loss, liability, damage, cost, or expense did not limited arise out of an act, omission, activity, or conduct of the General Partner or Affiliate which constituted misconduct, negligence, or breach of fiduciary duty and such act, omission, activity, or conduct was done in good faith, in the reasonable belief that it was within the scope of the authority granted to the General Partner or Affiliate by this Agreement or by law or by the consent of the Limited Partners, and was in the best interests of the Partnership. Notwithstanding the foregoing, no indemnification of the General Partner or its Affiliates by the Partnership shall be permitted for any judgmentloss, awardliability, settlementdamage, reasonable attorneys' fees cost, or expense resulting from liabilities incurred for violation of federal or state securities laws. The General Partner and its Affiliates shall be indemnified for settlements and related expenses of lawsuits alleging securities law violations and for expenses incurred in successfully defending such lawsuits, provided that a court, after having been apprised as to the current position of the SEC and any other applicable state securities or Blue Sky regulatory authority regarding indemnification for violations of securities laws, either (i) approves the settlement and finds that indemnification of the settlement and related costs should be made, or expenses (ii) approves indemnification of litigation costs if a successful defense is made. Notwithstanding the foregoing, in any action or proceeding brought by a Limited Partner in the right of the Partnership to which the General Partner or any of its Affiliates is a party defendant, any such person or entity shall be indemnified only to the extent and subject to the conditions specified in the Partnership Act. Expenses incurred in connection with the preparation and presentation of a defense of to any actual or threatened claim, action, suit, or proceeding or claim, if the indemnified party reasonably believed in good faith that the acts or omissions upon which such actual or threatened action, proceeding or claim is based were in the best interest of the Partnership, and if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful misconduct by the indemnified party. For purposes of this Section 11.6, reliance upon the advice of legal counsel, appraisers, accountants or other professionals, character described above shall raise a rebuttable presumption of "good faith." Reasonable expenses incurred by the indemnified party, in connection with the foregoing matters may be paid or reimbursed by the Partnership from time to time in advance of the prior to final disposition of such proceeding thereof upon receipt by the Partnership of (i) written affirmation by the Person requesting indemnification of his or its good faith belief that he has met the standard of conduct necessary for indemnification by the Partnership, and (ii) a written an undertaking by or on behalf of such Person to repay the General Partner or Affiliate thereof, as applicable, that such amount shall be repaid by the General Partner or Affiliate to the Partnership if it shall be ultimately determined that the General Partner or Affiliate shall not be determined entitled to indemnification under this Section 17(b), provided that either (i) the General Partner or Affiliate provides appropriate security for such undertaking, (ii) the General Partner or Affiliate is insured against losses arising out of any such advance payments, or (iii) independent legal counsel, who shall be other than counsel to the Partnership or the General Partner or Affiliate, shall in writing opine that, based upon a review of readily available facts (as opposed to a full trial-type inquiry), there is reason to believe that the General Partner or Affiliate shall be found entitled to indemnification hereunder. Notwithstanding the foregoing, no such advances shall be made to the General Partner or its Affiliates when an action shall have been initiated by a court Limited Partner. Nothing contained in this Section 17(b) shall increase the liability of competent jurisdiction any Limited Partner to the Partnership beyond the amount of his unredeemed capital contribution, undistributed profits if any, and any distributions and amounts received upon redemption of Units together with interest thereon, as provided in Section 8(f). All rights to indemnification and payment of attorneys’ and accountants’ fees and expenses shall not be affected by the termination of the Partnership or the withdrawal, insolvency, dissolution, liquidation, or termination of the General Partner. The Partnership shall not incur the cost of that portion of any liability insurance which insures the General Partner and its Affiliates for any liability as to which the General Partner and its Affiliates are prohibited from being indemnified hereunder; provided, however, that nothing contained herein shall preclude the Partnership from purchasing and paying for such types of insurance, including extended coverage liability and casualty and workers’ compensation, as would be customary for any person owning comparable assets and engaged in similar business, or from naming the General Partner and its Affiliates as additional named insured parties thereunder, provided that such Person has addition does not met such standard of conduct, which undertaking shall be an unlimited general obligation add to the amount of the indemnified premiums payable by the Partnership. Nothing contained herein shall constitute a waiver by any Limited Partner of any right which he may have against any party but need not be secured. Thisunder federal or state securities laws.

Indemnification by Partnership. (a) Subject 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 Section 11.5(c)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 indemnify, hold harmless 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 defend either was the General Partner, and all its agents and employees from and against result of intentional misconduct or a knowing violation of law; or (ii) for any loss, expense, damage transaction for which such Indemnitee received a personal benefit in violation or injury suffered or sustained by them by reason breach of any acts provision of this Agreement. The termination of any proceeding by judgment, order or omissions arising 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 their activities on behalf the assets of the Partnership or in furtherance of the interests of the Partnership, including but not limited to and no Partner shall have 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, if the indemnified party reasonably believed in good faith that the acts or omissions upon which such actual or threatened action, proceeding or claim is based were in the best interest of the Partnership, and if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful misconduct by the indemnified party. For purposes of this Section 11.6, reliance upon the advice of legal counsel, appraisers, accountants or other professionals, shall raise a rebuttable presumption of "good faithpersonal liability therefor." (b) Reasonable expenses incurred by the indemnified party, in connection with the foregoing matters an Indemnitee who is a party to a proceeding may be paid or reimbursed by the Partnership in advance of the final disposition of such the proceeding upon receipt by the Partnership of (i) a written affirmation by the Person requesting indemnification Indemnitee of his or its the Indemnitee's good faith belief that he has met the standard of conduct necessary for indemnification by the Partnership, as authorized in this Section 7.6, has been met, and (ii) a written undertaking by or on behalf of such Person the Indemnitee to repay such the amount paid or reimbursed if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking conduct has not been met. (c) The indemnification provided by this Section 7.6 shall be in addition to any other rights to which an unlimited general obligation Indemnitee or any other Person may be entitled under any agreement, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement with such Indemnitee or in the writing pursuant to which such Indemnitee is indemnified. (d) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.6 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (e) The provisions of this Section 7.6 are for the benefit of the indemnified party but need Indemnitees, their heirs, successors, assigns, personal representatives and administrators, and shall not be secureddeemed to create any rights for the benefit of any other Persons. ThisAny amendment, modification or repeal of this Section 7.6 or any provision hereof shall be prospective only and shall not in any way effect the limitations on the Partnership's liability to any Indemnitee under this Section 7.6 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Indemnification by Partnership. (a) Subject to Section 11.5(cThe Selected Business and Advance/Newhouse shall indemnify and save harmless the Partnership, each Part▇▇▇ (▇▇▇er than Advance/Newhouse), the Partnership shall indemnifyofficers, hold harmless and defend the General Partnerdirectors, and all stockholders of each Partner (▇▇▇▇▇ ▇han Advance/Newhouse) and its agents Affiliates, and the officers and employees of the R▇▇▇▇▇▇▇ Business, from and against any loss, expensedamage, damage or injury suffered or sustained expense incurred by any of them by reason of any acts act or omissions arising out of their activities omission to act on behalf of the Partnership Selected Business (including any action or omission by the Partner acting as Tax Matters Partner), performed by any of them in furtherance good faith and without gross negligence, willful misconduct, or breach of the interests of this Agreement. (b) The Residual Business, TWE and Paragon shall indemnify and save harmless the Partnership, including but not limited to each Partner, the officers, directors, and stockholders of each Partner and its Affiliates, and the officers and employees of the Selected Business, from any judgmentloss, awarddamage, settlement, reasonable attorneys' fees and other costs or expenses expense incurred in connection with the defense by any of them by reason of any actual act or threatened actionomission to act on behalf of the Residual Business (including any action or omission by the Partner acting as Tax Matters Partner), proceeding or claim, if the indemnified party reasonably believed performed by any of them in good faith that the acts and without gross negligence, willful misconduct, or omissions upon which such actual breach of this Agreement. (c) Any reasonable expenses incurred by any indemnified person pursuant to this Section 13.1 in defending any civil or threatened criminal action, suit or proceeding (or claim is based were in the best interest of threat thereof), other than a claim, action, suit, or proceeding brought by the Partnership, which is based, in whole or in part, upon any alleged act or omission to act on behalf of the Selected Business or Residual Business, as the case may be, shall be borne and if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful misconduct paid by the indemnified party. For purposes of this Section 11.6Selected Business (and Advance Newhouse) or the Residual Business (and TWE and Paragon), reliance upon as the advice of legal counselcase ▇▇▇ ▇▇, appraisers, accountants or other professionals, shall raise a rebuttable presumption of "good faith." Reasonable expenses incurred by the indemnified party, in connection with the foregoing matters may be paid or reimbursed by the Partnership in advance of the final disposition of such action, suit, or proceeding (or the threat thereof) upon receipt by the Partnership of (i) written affirmation by the Person requesting indemnification of his or its good faith belief that he has met the standard of conduct necessary for indemnification by the Partnership, and (ii) a written reasonably satisfactory undertaking by or on behalf of such Person the indemnified person to repay to the Selected Business (and Advance Newhouse) or the Residual Business(and TWE and Paragon), as the case ▇▇▇ ▇▇, the amount of such amount expenses if it shall ultimately be determined by a court of competent jurisdiction that such Person has person is not met such standard of conduct, which undertaking entitled to the indemnification provided for under this Section 13.1. Any indemnity under this Section 13.1 shall be an unlimited general obligation provided out of and to the extent of the indemnified party but need not Selected Business' or Residual Business', as the case may be, assets only. (d) The Selected Business and Advance/Newhouse shall directly compensate the Partnership for the amount of ▇▇▇ ▇▇▇▇mnification to be secured. Thisprovided to the Partnership in accordance with this Section 13.1.