Common use of Indemnification of Indemnitees Clause in Contracts

Indemnification of Indemnitees. (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable 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, as a result of acting on behalf of or performing services for the Partnership, only if it is determined that (i) the Indemnitee acted in good faith and (ii) that the Indemnitee reasonably believed that the act or omission was in the Partnership’s best interests, or if the act or omission was outside the Indemnitee’s official capacity acting on behalf of the Partnership, that the act or omission was at least not opposed to the Partnership’s best interests. Notwithstanding the foregoing, each Indemnitee shall be liable, responsible and accountable, and the Partnership shall not be liable to an Indemnitee (other than for reasonable expenses advanced pursuant to Section 6.3(c) below), with respect to a proceeding in which (i) the Indemnitee is found liable on the basis that the Indemnitee improperly received personal benefit, whether or not the benefit resulted from an action taken in the Indemnitee’s official capacity, or (ii) the Indemnitee is found liable to the Partnership or the Limited Partners. The Partnership shall not indemnify or hold harmless the Indemnitee if the loss or liability was the result of the Indemnitee’s gross negligence or willful misconduct (in the case of an Indemnitee who was an Independent Director (as defined in the Articles of Incorporation)) or was the result of the Indemnitee’s negligence or misconduct (in the case of all other Indemnitees). 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 6.3(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not alone determine that the Indemnitee acted in a manner contrary to that specified in this Section 6.3(a). Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership.

Indemnification of Indemnitees. (a) The Partnership To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall indemnify an Indemnitee be indemnified and held harmless by each of Opco and FinanceCo from and against any and all losses, claims, damages, liabilitiesLiabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlementspenalties, and interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement and whether formal or informal and including appeals, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of, in connection with or related to the Services or the Business or such Indemnitee’s status as an Indemnitee, WHETHER DUE IN WHOLE OR IN PART TO A PRE-EXISTING DEFECT, NEGLIGENT ACTS OR OMISSIONS (WHETHER SOLE, JOINT ON CONCURRENT), STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNITEE, ITS CONTRACTORS OR SUBCONTRACTORS; provided that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a result final and non-appealable judgment entered by a court of acting on behalf competent jurisdiction determining that, in respect of or performing services the matter for which the PartnershipIndemnitee is seeking indemnification pursuant to this Agreement, only if it is determined that (i) the Indemnitee acted in good bad faith and (ii) that the Indemnitee reasonably believed that the act or omission was engaged in the Partnership’s best interestsfraud, or if the act or omission was outside the Indemnitee’s official capacity acting on behalf of the Partnership, that the act or omission was at least not opposed to the Partnership’s best interests. Notwithstanding the foregoing, each Indemnitee shall be liable, responsible and accountable, and the Partnership shall not be liable to an Indemnitee (other than for reasonable expenses advanced pursuant to Section 6.3(c) below), with respect to a proceeding in which (i) the Indemnitee is found liable on the basis that the Indemnitee improperly received personal benefit, whether or not the benefit resulted from an action taken in the Indemnitee’s official capacity, or (ii) the Indemnitee is found liable to the Partnership or the Limited Partners. The Partnership shall not indemnify or hold harmless the Indemnitee if the loss or liability was the result of the Indemnitee’s gross negligence or willful misconduct (or, in the case of an Indemnitee who was an Independent Director (as defined in the Articles of Incorporation)) or was the result of a criminal matter, acted with knowledge that the Indemnitee’s negligence or misconduct (in the case of all other Indemnitees)conduct was unlawful. The termination of any proceeding by judgmentTHE WAIVER AND INDEMNIFICATION PROVISIONS PROVIDED FOR IN SECTION 5.1 AND THIS SECTION 5.2 HAVE BEEN EXPRESSLY NEGOTIATED IN EVERY DETAIL, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.3(a)ARE INTENDED TO BE GIVEN FULL AND LITERAL EFFECT, AND SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES IN QUESTION ARISE OR AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANY INDEMNITEE. The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not alone determine that the Indemnitee acted in a manner contrary to that specified in this Section 6.3(a). Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the PartnershipOPCO AND FINANCECO ACKNOWLEDGE THAT THIS STATEMENT CONSTITUTES CONSPICUOUS NOTICE.

Indemnification of Indemnitees. (a) The To the fullest extent permitted by applicable law, the Partnership shall indemnify an each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigativeinvestigative (collectively, “Actions”), 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, as a result of acting on behalf of or performing services for the Partnership, only if it is determined that unless (i) the Indemnitee acted did not act in good faith and or committed fraud, (ii) that in the case of a criminal proceeding, if the Indemnitee reasonably believed that had reasonable cause to believe the act or omission was unlawful or (iii) for any transaction for which such Indemnitee actually received an improper personal benefit in money, property or services or otherwise, in violation or breach of any provision of this Agreement; provided that (x) no payments pursuant to this Agreement shall be made by the Partnership’s best interests, Partnership to indemnify to any Indemnitee with respect to any Action initiated or if brought voluntarily by such Indemnitee (and not by way of defense) unless (I) approved or authorized by the act General Partner or omission was outside the (II) incurred to establish or enforce such Indemnitee’s official capacity acting on behalf of the Partnership, that the act or omission was at least not opposed right to the Partnership’s best interests. Notwithstanding the foregoing, each Indemnitee shall be liable, responsible and accountableindemnification under this Agreement, and (y) the Partnership shall not be liable to for any expenses incurred by an Indemnitee (other than for reasonable expenses advanced pursuant to Section 6.3(c) below), in connection with respect to a proceeding in which (i) one or more Actions brought by the Partnership or involving such Indemnitee is found liable on the basis that the Indemnitee improperly received personal benefit, whether or not the benefit resulted from an action taken in the Indemnitee’s official capacity, or (ii) the if such Indemnitee is found liable to the Partnership or the Limited Partners. The Partnership shall not indemnify or hold harmless the Indemnitee if the loss or liability was the result on any portion of the Indemnitee’s gross negligence or willful misconduct (any claim in the case of an Indemnitee who was an Independent Director (as defined in the Articles of Incorporation)) or was the result of the Indemnitee’s negligence or misconduct (in the case of all other Indemnitees)any such Action. 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 6.3(a6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not alone determine that the Indemnitee acted in a manner contrary to that specified in this Section 6.3(a6.03(a). Any indemnification pursuant to this Section 6.3 6.03 shall be made only out of the assets of the Partnership.

Indemnification of Indemnitees. (a) The To the fullest extent permitted by applicable law, the Partnership shall indemnify an each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigativeinvestigative (collectively, “Actions”), 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, as a result of acting on behalf of or performing services for the Partnership, only if it is determined that unless (i) the Indemnitee acted did not act in good faith and or committed fraud, (ii) that in the case of a criminal proceeding, if the Indemnitee reasonably believed that had reasonable cause to believe the act or omission was unlawful or (iii) for any transaction for which such Indemnitee actually received an improper personal benefit in money, property or services or otherwise, in violation or breach of any provision of this Agreement; provided that (x) no payments #96603748v1 pursuant to this Agreement shall be made by the Partnership’s best interests, Partnership to indemnify to any Indemnitee with respect to any Action initiated or if brought voluntarily by such Indemnitee (and not by way of defense) unless (I) approved or authorized by the act General Partner or omission was outside the (II) incurred to establish or enforce such Indemnitee’s official capacity acting on behalf of the Partnership, that the act or omission was at least not opposed right to the Partnership’s best interests. Notwithstanding the foregoing, each Indemnitee shall be liable, responsible and accountableindemnification under this Agreement, and (y) the Partnership shall not be liable to for any expenses incurred by an Indemnitee (other than for reasonable expenses advanced pursuant to Section 6.3(c) below), in connection with respect to a proceeding in which (i) one or more Actions brought by the Partnership or involving such Indemnitee is found liable on the basis that the Indemnitee improperly received personal benefit, whether or not the benefit resulted from an action taken in the Indemnitee’s official capacity, or (ii) the if such Indemnitee is found liable to the Partnership or the Limited Partners. The Partnership shall not indemnify or hold harmless the Indemnitee if the loss or liability was the result on any portion of the Indemnitee’s gross negligence or willful misconduct (any claim in the case of an Indemnitee who was an Independent Director (as defined in the Articles of Incorporation)) or was the result of the Indemnitee’s negligence or misconduct (in the case of all other Indemnitees)any such Action. 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 6.3(a6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not alone determine that the Indemnitee acted in a manner contrary to that specified in this Section 6.3(a6.03(a). Any indemnification pursuant to this Section 6.3 6.03 shall be made only out of the assets of the Partnership.