Indemnification of Partners. 6.7.1 The Partnership shall indemnify and hold harmless the Partners, their respective Affiliates, all of their respective officers, directors, partners, stockholders, employees, and agents and all of the officers, employees and agents of the Partnership (individually, an "Indemnitee"), from and against any and all losses, claims, demands, costs, damages, liabilities, and expenses of any nature (including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise ("Losses"), arising out of or incidental to the business of the Partnership, regardless of whether an Indemnitee continues to be a Partner, an Affiliate, or an officer, director, partner, stockholder, employee, or agent of a Partner or of an Affiliate at the time any such Loss is paid or incurred, if the Indemnitee's conduct did not constitute willful misconduct. The termination of any action, suit, or proceeding by settlement or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's actions constituted willful misconduct.
Indemnification of Partners. (a) Each Partner agrees to, and does hereby, indemnify and hold harmless the other Partner, and, to the extent set forth below, each Affiliate of the other Partner, from and against all claims, causes of action, liabilities, payments, obligations, expenses (including without limitation reasonable fees and disbursements of counsel) or losses (collectively "claims, liabilities, and losses") arising out of a liability or obligation of the Partnership to the extent necessary to accomplish the result that neither Partner (together with its Affiliates) shall bear any portion of a liability or obligation of the Partnership in excess of such Partner's Interest.
Indemnification of Partners. Each of the Partners and any of their partners, shareholders, members, Affiliates, officers, directors, employees, agents and assigns, shall not be liable for, and shall be indemnified, defended and held harmless by the Partnership (to the extent of the Partnership’s assets) from, any loss or damage incurred by them, the Partnership or the Partners in connection with the business of the Partnership in their capacity as Partners other than any loss of their Capital Contributions, including costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage resulting from any act or omission performed or omitted in good faith, which shall not include a Liability Event with respect to such Partner or its Affiliates. Partners shall be liable for actual damages suffered by the Partnership, General Partner or the other Partners, including costs and reasonable attorneys’ fees and any amounts expended in the settlement of any claims of loss or damage, resulting from Liability Events of such Partner or its Affiliates.
Indemnification of Partners. Except as provided in SECTION 0, (1) all liability, loss, damage, claim or expense for which the Partnership is responsible and not covered by insurance or in excess of insurance actually carried shall be borne by the Partners proportionately based on their Ownership Interests, and (2) the Partnership shall indemnify and hold harmless each Partner against any claim made against any of them by a third party alleging liability while acting on behalf of the Partnership in accordance with this agreement or based on the Partner's status as a Partner, together with the costs reasonably incurred for the defense of such claim, except with respect to such claims that arise from gross negligence or willful misconduct. The indemnified party shall be indemnified and reimbursed first from the assets of the Partnership. In the event that the amount of such indemnity or reimbursement exceeds the amount available from the assets of the Partnership, each Partner shall severally contribute its proportionate share of the excess based on its Ownership Interest.
Indemnification of Partners. 59 SECTION 6.11.
Indemnification of Partners. To the extent of the Partnership’s assets, the Partnership agrees to indemnify the Partners and their officers, directors, partners, shareholders, members, advisors, agents, and affiliates (each, an “Indemnified Party,” and, collectively, the “Indemnified Parties”) to the fullest extent permitted by the Act and to defend, protect, save, and hold them harmless from all fees, costs, losses, damages, and expenses (including reasonable attorneys’ fees) incurred in connection with or resulting from any claim, action, or demand arising out of or in any way relating to the Partnership or any of its assets or properties, including amounts paid in settlement or compromise (if recommended by the Partnership’s counsel) of any such claim, action, or demand and all fees, costs, and expenses (including reasonable attorneys’ fees) in connection therewith. Notwithstanding the foregoing, indemnification shall not be available or paid to any Indemnified Party regarding any matter as to which such Indemnified Party shall have committed an act or omission (where such Indemnified Party had a contractual duty to act) involving willful misconduct, fraud, gross negligence, misappropriation of partnership funds or assets, or a material breach of this Agreement. The indemnification provided under this Section 6.07 shall be in addition to any other rights which an Indemnified Party may be entitled under any agreement or vote of the Partners, as a matter of law or equity, or otherwise, and shall continue as to an Indemnified Party who is a Partner but who has ceased to serve in that capacity, and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnified Parties.
Indemnification of Partners. (a) The Partnership shall indemnify and hold harmless the Partners, the Upper Tier Partners, their respective Affiliates, and all of their respective officers, directors, partners, controlling shareholders, employees, and agents (individually, an "Indemnitee"), from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise ("Losses"), arising out of or incidental to the business of the Partnership, regardless of whether an Indemnitee continues to be a Partner, an Affiliate, or an officer, director, partner, controlling shareholder, employee, or agent of a Partner or of an Affiliate at the time any such Loss is paid or incurred, if the Indemnitee's conduct did not constitute actual fraud, gross negligence, knowing breach of specific provisions of this Agreement or willful or wanton misconduct. The termination of any action, suit, or proceeding by settlement or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's actions constituted actual fraud, gross negligence or willful or wanton misconduct.
Indemnification of Partners. (a) The General Partners shall not be liable, responsible or accountable in damages or otherwise to any of the Limited Partners or the Partnership for any act or omission of the General Partners performed or omitted in good faith on behalf of the Partnership and in a manner reasonably believed by the General Partners to be within the scope of the authority granted to the General Partners by this Agreement and in the best interests of the Partnership. The General Partners shall be entitled to indemnity from the Partnership for any loss, damage or claim by reason of any act or omission performed or omitted by the General Partners in good faith on behalf of the Partnership and in a manner reasonably believed by the General Partners to be within the scope of the authority granted to the General Partners by this Agreement and in the best interest of the Partnership, except that the General Partners shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of fraud or gross negligence.
Indemnification of Partners. No Partner nor any Partner's officers, directors, employees or agents shall be liable to the Partnership or any Partner for any loss or damage suffered by the Partnership which arises out of any action or inaction of such party so long as (a) such action or inaction is not in violation of the provisions of this Agreement or the fiduciary duty of the General Partner to the Limited Partners, (b) such party, in good faith, determined that such action or inaction was in or not opposed to the best interest of the Partners, (c) such action or inaction did not constitute fraud, bad faith, willful misconduct or gross negligence of such party, and, (d) such action or omission was not unlawful.
Indemnification of Partners. 62 13.4 LOSS OF OR DAMAGE TO PARTNERSHIP PROPERTY.................. 62 13.5
