Indemnification of the General Partner. The General Partner(s) shall be entitled to indemnity from the Limited Partnership on account of any claim, liability, action, or damage arising from or relating to any Permitted Act of the General Partner(s) and on account of all reasonable attorney's fees incurred in connection with it. They shall not be entitled to indemnity from the Limited Partnership on account of any claim, liability, action, or damage arising from or relating to any Excluded Act of the General Partner(s). Any indemnity under this Section or otherwise shall be paid out of and only to the extent of the Limited Partnership's assets.
Indemnification of the General Partner. The Partnership, to the extent of its assets legally available for that purpose, will indemnify and hold harmless the General Partner and any partner, shareholder, director, officer, agent, affiliate and professional or other advisor of the General Partner (collectively, the "Indemnified Persons"), from and against any and all loss, damage, expense (including without limitation reasonable fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with the business or affairs of, the Partnership, except to the extent that the loss, damage, expense or liability results from (a) the Indemnified Person's gross negligence, willful misconduct or knowing violation of law, or (b) the Indemnified Person's breach of any fiduciary responsibilities to the Partnership or the Limited Partner. These indemnification rights are in addition to any rights the Indemnified Persons may have against third parties. Notwithstanding anything in this Agreement to the contrary, no Partner shall be obligated to contribute any amount to the Partnership in order to satisfy the Partnership's indemnification obligations under this Section 11.11, such obligations being limited at all times to the assets of the Partnership.
Indemnification of the General Partner. The Partnership shall indemnify and hold harmless to the fullest extent permitted by law, the General Partner (or any Affiliate thereof) and its shareholders, directors, officers, partners, and employees (herein referred to in the aggregate as “Indemnified Parties”), to the extent that the Partnership assets are sufficient therefor, from and against any and all claims, demands, liabilities, costs (including reasonable attorney’s fees and court costs), damages, and causes of action arising out of, relating to, or which are or may be directly or indirectly attributable or incidental to actions or occurrences under this Agreement or which otherwise relate to the Partnership or occurrences during the term of the Partnership, whether or not arising out of the negligence of the Indemnified Party, except where the claim at issue is based upon the proven gross negligence, willful misconduct or fraud of the Indemnified Party or a breach of the Act or this Agreement by the Indemnified Party. The indemnification rights herein contained shall be cumulative of, and in addition to, any and all rights, remedies, and recourses to which the Indemnified Party shall be entitled as against third parties.
Indemnification of the General Partner. (a) To the fullest extent permitted by law, the General Partner, its Affiliates and their directors, officers, partners, employees and agents (all of whom are hereinafter referred to in this Section 7.8 as the “Indemnities”) shall be indemnified and held harmless by the Partnership from and against all and any losses, claims, damages, liabilities (joint and 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) in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of its status as (i) a general partner or an agent of the General Partner or an Affiliate thereof, (ii) a director, officer, partner, employee or agent of the General Partner or an Affiliate thereof or (iii) a Person serving at the request of the Partnership in another entity in a similar capacity, which relate to or arise out of the Partnership, its property, business or affairs, regardless of whether the Indemnitee continues to be the General Partner or an Affiliate thereof or a director, officer, partner, employee or agent of the General Partner or an Affiliate thereof at the time of any such liability or expense is paid or incurred, if (A) the Indemnitee acted in good faith and in a manner it believed to be in, or not opposed to, the best interests of the Partnership, and with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful, and (B) the Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee acted in a manner contrary to that specified in (A) or (B) above. Any indemnification pursuant to this Section 7.8 shall be made only out of the assets of the Partnership.
Indemnification of the General Partner. The Partnership shall indemnify the General Partner against any loss or damage incurred by the General Partner (including legal expenses) by reason of any acts performed or not performed by the General Partner for and on behalf of the Partnership, unless the General Partner was guilty of willful misconduct or gross negligence. The General Partner shall indemnify the Partnership against any damages incurred by reason of the General Partner's willful misconduct or gross negligence. ARTICLE XVII
Indemnification of the General Partner. (a) Except to the extent such indemnification may be prohibited by law, the Partnership, its receiver, or its trustee shall indemnify, hold harmless, and pay all judgments and claims against the General Partner or its agents or employees relating to any liability or damage incurred or suffered by the General Partner or its agents or employees by reason of any act performed or omitted to be performed (but not constituting willful misconduct or gross negligence) by the General Partner or its agents or employees in connection with the Partnership's business, including reasonable attorneys' fees and expenses incurred by the General Partner in connection with the defense of any claim or action based on any such act or omission, which attorneys' fees may be paid as incurred. For purposes of this Section 8.6, the fact that an action, omission to act or decision is taken on advice of counsel to the Partnership shall be evidence of good faith, provided that all material facts were disclosed to such counsel.
Indemnification of the General Partner. The General Partner and all Affiliates of the General Partner and their respective shareholders, partners, officers, directors and employees (hereinafter referred to individually as an "Indemnitee") shall not be liable to the Partnership or any other Partner for any loss incurred in connection with any action or inaction of an Indemnitee, if such Indemnitee, in good faith, determined that such course of conduct was in the best interest of the Partnership and did not constitute negligence of such Indemnitee. An Indemnitee shall be indemnified and held harmless by the Partnership against any and all losses, judgments, liabilities, expenses, costs (including attorney's fees) actually and necessarily incurred by said Indemnitee in connection with the defense of any suit or action (including, without limitation, all costs of appeal) to which the Indemnitee is made a party by reason of its position herein, to the fullest extent permitted under the provisions of the Act or any other applicable statute. Nothing herein shall make any Affiliate of the General Partner liable in any way for the acts, omissions, obligations or liabilities of the General Partner.
Indemnification of the General Partner. (a) The General Partner and its Agents (as defined in Section 5.11) shall be indemnified by the Partnership against any losses, judgments, liabilities, expenses, including attorneys' fees and amounts paid in settlement of any claims sustained by them arising out of any action or inaction of the Partner or its Agents in its capacity as the General Partner of the Partnership (or, in the case of an Agent, within the scope of the General Partner's authority) to the fullest extent allowed by law, provided that the same were not the result of gross negligence or willful misconduct on the part of the General Partner or an Agent and provided that the General Partner or an Agent, in good faith, reasonably determined that such course of conduct was in the best interest of the Partnership; provided, however, that such indemnification and agreement to hold harmless shall be recoverable only out of Partnership assets. Subject to applicable law, the Partnership shall advance expenses incurred with respect to matters for which the General Partner may be indemnified hereunder.
Indemnification of the General Partner. The Partnership shall indemnify the General Partner, its employees and agents (individually referred to in this subparagraph 4.7 as the "Indemnitee" and collectively referred to as the "Indemnitees"), and hold them and any of them, harmless from and against any and all claims or liabilities incurred by them and any of them in connection with the business of the Partnership, provided that the acts or omissions from which the claim or liability arises were performed in the good faith belief that the Indemnitee was acting within the scope of the Indemnitee's authority under this Limited Partnership Agreement and that the Indemnitee was not grossly negligent or guilty of intentional misconduct. Neither the Partnership nor the Limited Partners shall have any claim against the Indemnitees solely by reason of any act or omission of any or all other Indemnitees, or by reason of any disallowance by any taxing authority of any deduction taken on any Partnership tax return. The indemnification of the Indemnitees provided for herein shall extend to the responsibility of an Indemnitee for the acts or omissions of any other Indemnitee or other organization or firm employed or retained by an Indemnitee in connection with the conduct of the affairs of the Partnership. The indemnification authorized by this subparagraph 4.7 shall include payment of: (i) reasonable attorneys' fees and other expenses incurred in settling any claim or threatened action or incurred in any finally adjudicated legal proceeding; and (ii) the removal of any liens affecting any property of any of the Indemnitees. Indemnification under this subparagraph 4.7 shall be made from the assets of the Partnership and no Partner shall be personally liable therefor. 4.8
Indemnification of the General Partner. (a) Except to the extent such indemnification may be prohibited by law, the Partnership, its receiver, or its trustee shall indemnify, hold harmless, and pay all judgments and claims against the General Partner relating to any liability or damage incurred or suffered by the General Partner by reason of any act performed or omitted to be performed (but not constituting willful misconduct or gross negligence) by the General Partner or its agents or employees in connection with the Partnership’s business, including reasonable attorneys’ fees incurred by the General Partner in connection with the defense of any claim or action based on any such act or omission, which attorneys’ fees may be paid as incurred.
