Common use of Indemnification by Partnership Clause in Contracts

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 conduct necessary for indemnification by the Partnership and (y) 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.