Common use of Indemnification of the General Partner Clause in Contracts

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. (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, thereof or (ii) a director, officer, partner, employee or agent of the General Partner or an Affiliate thereof 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 or 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. (a) To the fullest extent permitted by law, the General Partner, its Affiliates and their the General Partner's and its Affiliates' directors, officers, partners, employees and agents (all of whom are hereinafter referred to in this Section 7.8 as the “Indemnities”individually, an "Indemnitee") shall each be indemnified and held harmless by the Partnership from and against any and all and any losses, claims, damages, liabilities (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 (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 (ix) a general partner or an agent of the General Partner or an Affiliate thereof, thereof or (iiy) a director, director officer, partner, employee or agent of the General Partner or an Affiliate thereof or (iiiz) 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, including, without limitation, the Initial Offering, 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 (Ai) the Indemnitee acted in good faith and in a manner it in good faith believed to be in, or not opposed to, the best interests of the Partnership, and and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful, and (Bii) the Indemnitee’s '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 (Ai) or (Bii) above. Any indemnification pursuant to this Section 7.8 6.9 shall be made only out of the assets of the Partnership.

Indemnification of the General Partner. (a) To the fullest extent permitted by law, the General Partner, its Affiliates Partnership shall 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 does hereby indemnify an Indemnitee from and against any and all and any losses, claims, damages, liabilities (liabilities, joint and 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 (including arbitration and mediation proceedings), civil, criminal, administrative or investigative) , that relate, directly or indirectly, to the formation, business or operations of the Partnership in which the any Indemnitee may be involved, or is threatened to be involved, as a party party, witness or otherwise otherwise, by reason of its status as (i) the fact that such Person was an Indemnitee, whether or not the same shall proceed to judgment or be settled or otherwise be brought to a general partner conclusion, except only if and to the extent that it is finally adjudicated that the act or an agent omission of the General Partner or an Affiliate thereofIndemnitee was material to the matter giving rise to the proceeding and was committed with fraud, (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 order or upon a plea of nolo contendere, or its equivalent, shall not, of itself, settlement does not create a presumption that the Indemnitee acted did not meet the requisite standard of conduct set forth in a manner contrary to that specified in (A) or (B) abovethis Section 5.1(a). Any indemnification pursuant to this Section 7.8 5.1 shall be made only out of the assets of the PartnershipPartnership and no Partner shall have any personal liability therefor. The provisions of this Section 5.1 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. The foregoing notwithstanding, the General Partner shall not be entitled to indemnification from the Partnership with respect to matters provided for in Sections 9.1 and 9.2 of the Formation Agreement.

Indemnification of the General Partner. (a) To the fullest extent permitted by law, each of the General Partner, its Affiliates and their directors, officers, partners, employees and agents and the Special General Partner and its directors, officers, employees and agents (all of whom are hereinafter referred to in this Section 7.8 as the “IndemnitiesIndemnitees”) shall be indemnified and held harmless by the Partnership from and against any and all and any losses, claims, damages, liabilities (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 (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 one 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 in good faith believed to be in, or not opposed to, the best interests of the Partnership, and 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. (a) To the fullest extent permitted by law, the General Partner, its Affiliates Partnership shall 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 does hereby indemnify an Indemnitee from and against any and all and any losses, claims, damages, liabilities (liabilities, joint and 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 (including arbitration and mediation proceedings), civil, criminal, administrative or investigative) , that relate, directly or indirectly, to the formation, business or operations of the Partnership in which the any Indemnitee may be involved, or is threatened to be involved, as a party party, witness or otherwise otherwise, by reason of its status as (i) the fact that such Person was an Indemnitee, whether or not the same shall proceed to judgment or be settled or otherwise be brought to a general partner conclusion, except only if and to the extent that it is finally adjudicated that the act or an agent omission of the General Partner or an Affiliate thereofIndemnitee was material to the matter giving rise to the proceeding and was committed with fraud, (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 order or upon a plea of nolo contendere, or its equivalent, shall not, of itself, settlement does not create a presumption that the Indemnitee acted did not meet the requisite standard of conduct set forth in a manner contrary to that specified in (A) or (B) abovethis Section 5.1(a). Any indemnification pursuant to this Section 7.8 5.1 shall be made only out of the assets of the PartnershipPartnership and no Partner shall have any personal liability therefor. The provisions of this Section 5.1 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. The foregoing notwithstanding, the General Partner (or any former General Partner) shall not be entitled to indemnification from the Partnership with respect to matters provided for in Sections 9.1 and 9.2 of the Formation Agreement.

Indemnification of the General Partner. (a) To the fullest extent permitted by law, the General Partner, its Affiliates Partnership shall 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 does hereby indemnify an Indemnitee from and against any and all and any losses, claims, damages, liabilities (liabilities, joint and 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 (including arbitration and mediation proceedings), civil, criminal, administrative or investigative) , that relate, directly or 24 indirectly, to the formation, business or operations of the Partnership in which the any Indemnitee may be involved, or is threatened to be involved, as a party party, witness or otherwise otherwise, by reason of its status as (i) the fact that such Person was an Indemnitee, whether or not the same shall proceed to judgment or be settled or otherwise be brought to a general partner conclusion, except only if and to the extent that it is finally adjudicated that the act or an agent omission of the General Partner or an Affiliate thereofIndemnitee was material to the matter giving rise to the proceeding and was committed with fraud, (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 order or upon a plea of nolo contendere, or its equivalent, shall not, of itself, settlement does not create a presumption that the Indemnitee acted did not meet the requisite standard of conduct set forth in a manner contrary to that specified in (A) or (B) abovethis Section 5.1(a). Any indemnification pursuant to this Section 7.8 5.1 shall be made only out of the assets of the PartnershipPartnership and no Partner shall have any personal liability therefor. The provisions of this Section 5.1 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. The foregoing notwithstanding, the General Partner shall not be entitled to indemnification from the Partnership with respect to matters provided for in Sections 9.1 and 9.2 of the Formation Agreement.