Common use of Indemnification of the Partners Clause in Contracts

Indemnification of the Partners. (a) The Partnership shall indemnify and hold harmless the Partners and any partner, officer, employee, agent or affiliate of a Partner and any employee or agent of the Partnership and/or the legal representatives of any of them, and each other person who may incur liability as a partner or otherwise in connection with the management of the Partnership or any corporation or other entity in which the Partnership has an investment, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or it may be involved or with which he or it may be threatened, while a Partner or serving in such other capacity or thereafter, by reason of its being or having been a Partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his office, or criminal intent. The Partnership shall have the right to approve any counsel selected by any indemnitee and to approve the terms of any proposed settlement. The Partnership shall advance to a Partner and any partner, officer, employee, agent or affiliate of a Partner or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding upon receipt of an undertaking by or on behalf of the party receiving such advance to repay such advance if it shall ultimately be determined that the party receiving such advance is not entitled to indemnification under this Agreement. Each Partner hereby agrees, and each partner, officer, employee, agent or affiliate of the Partner or the Partnership shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such indemnified party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section 8.1(a). The rights accruing to a Partner and each partner, officer, employee, agent or affiliate of a Partner or the Partnership under this Section 8.1(a) shall not exclude any other right to which it or they may be lawfully entitled; provided, that any right of indemnity or reimbursement granted in this Section 8.1(a) or to which any indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership and no withdrawn Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 8.1(a) shall not be construed so as to provide for the indemnification of a Partner or any partner, officer, employee, agent or affiliate of a Partner or the Partnership for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 8.1(a) to the fullest extent permitted by law.

Indemnification of the Partners. (a) The Partnership shall indemnify and hold harmless the Representative Partners, the Members, the Partners and any partnertheir Affiliates, officerand their respective partners, employeeshareholders, agent or affiliate of a Partner directors, officers, employees and any employee or agent of the Partnership agents and/or the legal representatives of any of them, and each other person Person who may incur liability as a partner Partner or otherwise in connection with the management or ownership of the Partnership or Partnership, any corporation or other entity in which the Partnership has an investmentinterest or any Licensed System (each, an "Indemnified Party"), against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or it any Indemnified Party may be involved or with which he or it may be threatened, while a Partner or serving in such other capacity or thereafter, by reason of its being or having been a Partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his office, or criminal intent. The Partnership shall have the right to approve any counsel selected by any indemnitee Indemnified Party and to approve the terms of any proposed settlement. The Partnership shall advance to a any Indemnified Party or Partner and any partner, officer, employee, agent or affiliate of a Partner or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding upon receipt of an undertaking by or on behalf of the party receiving such advance to repay such advance if it shall ultimately be determined that the party receiving such advance is not entitled to indemnification under this Agreementproceeding. Each Partner hereby agrees, and each partner, officer, employee, agent or affiliate of the Partner or the Partnership other Indemnified Party shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such indemnified party Indemnified Party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section 8.1(a)Section. The rights accruing to a Partner and each partner, officer, employee, agent or affiliate of a Partner or the Partnership other Indemnified Party under this Section 8.1(a) 7.1 shall not exclude any other right to which it or they may be lawfully entitled; provided, provided that any right of indemnity or reimbursement granted in this Section 8.1(a) 7.1 or to which any indemnified party Indemnified Party may be otherwise entitled may only be satisfied out of the assets of the Partnership Partnership, and no Partner and no withdrawn Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 8.1(a) 7.1 shall not be construed so as to provide for the indemnification of a Partner or any partner, officer, employee, agent or affiliate of a Partner or the Partnership other Indemnified Party for any liability to the extent (but only to the extent) that (a) such liability arises out of a Partner's or any Indemnified Party's indemnification obligations under Article 8 of the Organization Agreement or (b) such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 8.1(a) 7.1 to the fullest extent permitted by law.

Indemnification of the Partners. (a) The Partnership shall indemnify and hold harmless the Partners General Partner, any Limited Partner, any Advisory Committee member and any member, partner, officeremployee or agent of the General Partner, employee, agent any Limited Partner or affiliate of a Partner any Advisory Committee member and any employee or agent of the Partnership and/or the legal representatives of any of them, and each other person who may incur liability as a general partner or otherwise in connection with the management of the Partnership or any corporation or other entity in which the Partnership has an investment, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the defense or disposition of any civil action, suit or other proceeding, whether civil or criminal, in which he or it may be involved or with which he or it may be threatened, while a Partner general partner or serving in such other capacity or thereafter, by reason of its being or having been a Partnergeneral partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his its office, or criminal intentmaterial breach of this Agreement. The Partnership shall have advance, in the right sole discretion of the General Partner, to approve the General Partner, any counsel selected by Limited Partner, any indemnitee and to approve the terms of any proposed settlement. The Partnership shall advance to a Partner Advisory Committee member and any member, partner, officeremployee or agent of the General Partner, employeeany Limited Partner, agent or affiliate of a Partner any Advisory Committee member or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding upon receipt of an undertaking by or on behalf of the party receiving such advance to repay such advance if it shall ultimately be determined that the party receiving such advance is not entitled to indemnification under this Agreementproceeding. Each The General Partner hereby agrees, and each member, partner, officer, employee, employee or agent or affiliate of the General Partner or and the Partnership shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such indemnified party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section 8.1(a)Section. The rights accruing to a 43 General Partner, any Limited Partner and each member, partner, officeremployee or agent of the General Partner, employee, agent or affiliate of a any Limited Partner or the Partnership under this Section 8.1(a) paragraph shall not exclude any other right to which it or they may be lawfully entitled; provided, that any right of indemnity or reimbursement granted in this Section 8.1(a) paragraph or to which any indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership Partnership, and no withdrawn Partner General Partner, and no Limited Partner, shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 8.1(a) 6.3 shall not be construed so as to provide for the indemnification of a the General Partner, any Limited Partner, and Advisory Committee member or any member, partner, employee or agent of the General Partner, any Limited Partner or any partner, officer, employee, agent or affiliate of a Partner or the Partnership Advisory Committee member for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 8.1(a) 6.3 to the fullest extent permitted by law.

Indemnification of the Partners. (a) The Partnership shall indemnify and hold harmless the Partners and any partner, officer, employee, agent or affiliate of a Partner and any employee or agent of the Partnership and/or the legal representatives of any of them, and each other person who may incur liability as a partner or otherwise in connection with the management of the Partnership or any corporation or other entity in which the Partnership has an investment, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or it may be involved or with which he or it may be threatened, while a Partner or serving in such other capacity or thereafter, by reason of its being or having been a Partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his office, or criminal intent. The Partnership shall have the right to approve any counsel selected by any indemnitee and to approve the terms of any proposed settlement. The Partnership shall advance to a Partner and any partner, officer, employee, agent or affiliate of a Partner or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding upon receipt of an undertaking by or on behalf of the party receiving such advance to repay such advance if it shall ultimately be determined that the party receiving such advance is not entitled to indemnification under this Agreement. Each Partner hereby agrees, and each partner, officer, employee, agent or affiliate of the Partner or the Partnership shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such indemnified party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section 8.1(a). The rights accruing to a Partner and each partner, officer, employee, agent or affiliate of a Partner or the Partnership under this Section 8.1(a) shall not exclude any other right to which it or they may be lawfully entitled; provided, that any right of indemnity or reimbursement granted in this Section 8.1(a) or to which any indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership and no withdrawn Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 8.1(a) shall not be construed so as to provide for the indemnification of a Partner or any partner, officer, employee, agent or affiliate of a Partner or the Partnership for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 8.1(a) to the fullest extent permitted by law.party

Indemnification of the Partners. (a) The Partnership shall indemnify and hold harmless the Partners General Partner, any Limited Partner, any Advisory Committee member and any member, partner, officeremployee or agent of the General Partner, employee, agent any Limited Partner or affiliate of a Partner any Advisory Committee member and any employee or agent of the Partnership and/or the legal representatives of any of them, and each other person who may incur liability as a general partner or otherwise in connection with the management of the Partnership or any corporation or other entity in which the Partnership has an investment, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the defense or disposition of any civil action, suit or other proceeding, whether civil or criminal, in which he or it may be involved or with which he or it may be threatened, while a Partner general partner or serving in such other capacity or thereafter, by reason of its being or having been a Partnergeneral partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his its office, or criminal intentmaterial breach of this Agreement. The Partnership shall have advance, in the right sole discretion of the General Partner, to approve the General Partner, any counsel selected by Limited Partner, any indemnitee and to approve the terms of any proposed settlement. The Partnership shall advance to a Partner Advisory Committee member and any member, partner, officeremployee or agent of the General Partner, employeeany Limited Partner, agent or affiliate of a Partner any Advisory Committee member or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding upon receipt of an undertaking by or on behalf of the party receiving such advance to repay such advance if it shall ultimately be determined that the party receiving such advance is not entitled to indemnification under this Agreementproceeding. Each The General Partner hereby agrees, and each member, partner, officer, employee, employee or agent or affiliate of the General Partner or and the Partnership shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such indemnified party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section 8.1(a)Section. The rights accruing to a General Partner, any Limited Partner and each member, partner, officeremployee or agent of the General Partner, employee, agent or affiliate of a any Limited Partner or the Partnership under this Section 8.1(a) paragraph shall not exclude any other right to which it or they may be lawfully entitled; provided, that any right of indemnity or reimbursement granted in this Section 8.1(a) paragraph or to which any indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership Partnership, and no withdrawn Partner General Partner, and no Limited Partner, shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 8.1(a) 6.3 shall not be construed so as to provide for the indemnification of a the General Partner, any Limited Partner, and Advisory Committee member or any member, partner, employee or agent of the General Partner, any Limited Partner or any partner, officer, employee, agent or affiliate of a Partner or the Partnership Advisory Committee member for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 8.1(a) 6.3 to the fullest extent permitted by law.

Indemnification of the Partners. (a) The Partnership shall indemnify and hold harmless the Partners General Partner, any Limited Partner, any Advisory Committee member and any member, partner, officeremployee or agent of the General Partner, employee, agent any Limited Partner or affiliate of a Partner any Advisory Committee member and any employee or agent of the Partnership and/or the legal representatives of any of them, and each other person who may incur liability as a general partner or otherwise in connection with the management of the Partnership or any corporation or other entity in which the Partnership has an investment, against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the defense or disposition of any civil action, suit or other proceeding, whether civil or criminal, in which he or it may be involved or with which he or it may be threatened, while a Partner general partner or serving in such other capacity or thereafter, by reason of its being or having been a Partnergeneral partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his its office, or criminal intentmaterial breach of this Agreement. The Partnership shall have advance, in the right sole discretion of the General Partner, to approve 44 the General Partner, any counsel selected by Limited Partner, any indemnitee and to approve the terms of any proposed settlement. The Partnership shall advance to a Partner Advisory Committee member and any member, partner, officeremployee or agent of the General Partner, employeeany Limited Partner, agent or affiliate of a Partner any Advisory Committee member or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding upon receipt of an undertaking by or on behalf of the party receiving such advance to repay such advance if it shall ultimately be determined that the party receiving such advance is not entitled to indemnification under this Agreementproceeding. Each The General Partner hereby agrees, and each member, partner, officer, employee, employee or agent or affiliate of the General Partner or and the Partnership shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such indemnified party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section 8.1(a)Section. The rights accruing to a General Partner, any Limited Partner and each member, partner, officeremployee or agent of the General Partner, employee, agent or affiliate of a any Limited Partner or the Partnership under this Section 8.1(a) paragraph shall not exclude any other right to which it or they may be lawfully entitled; provided, that any right of indemnity or reimbursement granted in this Section 8.1(a) paragraph or to which any indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership Partnership, and no withdrawn Partner General Partner, and no Limited Partner, shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 8.1(a) 6.3 shall not be construed so as to provide for the indemnification of a the General Partner, any Limited Partner, and Advisory Committee member or any member, partner, employee or agent of the General Partner, any Limited Partner or any partner, officer, employee, agent or affiliate of a Partner or the Partnership Advisory Committee member for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 8.1(a) 6.3 to the fullest extent permitted by law.

Indemnification of the Partners. (a) The Partnership shall indemnify and hold harmless the Members, the Partners and any partnertheir Affiliates, officerand their respective partners, employeeshareholders, agent or affiliate of a Partner directors, officers, employees and any employee or agent of the Partnership agents and/or the legal representatives of any of them, and each other person Person who may incur liability as a partner Partner or otherwise in connection with the management or ownership of the Partnership or any corporation or other entity in which the Partnership has an investmentinterest (each, an "Indemnified Party"), against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him or it in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or it any Indemnified Party may be involved or with which he or it may be threatened, while a Partner or serving in such other capacity or thereafter, by reason of its being or having been a Partner, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his office, or criminal intent. The Partnership shall have the right to approve any counsel selected by any indemnitee Indemnified Party and to approve the terms of any proposed settlement. The Partnership shall advance to a any Indemnified Party or Partner and any partner, officer, employee, agent or affiliate of a Partner or the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding upon receipt of an undertaking by or on behalf of the party receiving such advance to repay such advance if it shall ultimately be determined that the party receiving such advance is not entitled to indemnification under this Agreementproceeding. Each Partner hereby agrees, and each partner, officer, employee, agent or affiliate of the Partner or the Partnership other Indemnified Party shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such indemnified party Indemnified Party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section 8.1(a)Section. The rights accruing to a Partner and each partner, officer, employee, agent or affiliate of a Partner or the Partnership other Indemnified Party under this Section 8.1(a) 7.1 shall not exclude any other right to which it or they may be lawfully entitled; provided, provided that any right of indemnity or reimbursement granted in this Section 8.1(a) 7.1 or to which any indemnified party Indemnified Party may be otherwise entitled may only be satisfied out of the assets of the Partnership Partnership, and no Partner and no withdrawn Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 8.1(a) 7.1 shall not be construed so as to provide for the indemnification of a Partner or any partner, officer, employee, agent or affiliate of a Partner or the Partnership other Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 8.1(a) 7.1 to the fullest extent permitted by law.

Indemnification of the Partners. (a) The Partnership shall Except as otherwise expressly provided in any Operative Document, each Partner agrees to, and does hereby, indemnify and hold harmless the Partners 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, Amended and Restated Partnership Agreement obligations, expenses (including without limitation reasonable fees and disbursements of counsel) or losses, except as otherwise expressly provided in any partnerOperative Document (collectively, officer“claims, employee, agent or affiliate liabilities and losses”) arising out of a Partner and any employee liability or agent obligation of the Partnership and/or to the legal representatives extent necessary to accomplish the result that neither Partner (together with its Affiliates) shall bear any portion of any a liability or obligation of themthe Partnership in excess of 70% in the case of the Diebold Partner and 30% in the case of the IBM Partner. The Partnership agrees to, and does hereby, indemnify and hold harmless the Partners, and to the extent set forth below each other person who may incur Affiliate of the Partners, from all claims, liabilities and losses arising out of a liability as or obligation of the Partnership. Without limiting the generality of the foregoing, a partner claim, liability or otherwise in connection with loss shall be deemed to arise out of a Partnership liability or obligation if it arises out of or is based upon the management conduct of the business of the Partnership or any corporation or other entity in which the ownership of the property of the Partnership has an investment, against all liabilities and expenses (including amounts paid in satisfaction of judgmentsand, in compromiseany event, as fines and penaltiesarises after its formation. The foregoing indemnification shall be available to an Affiliate of either Partner with respect to a claim, and as counsel fees) reasonably liability or loss arising out of a Partnership liability or obligation which is paid or incurred by him such Affiliate as a result of such Affiliate directly or it in connection with the defense indirectly owning or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or it may be involved or with which he or it may be threatened, while controlling a Partner or serving in such other capacity as a result of the fact that an individual employed or thereafter, engaged by reason of its being or having been a Partnerthe Partnership, or by serving a seconded employee, is also a director, officer or employee of such Affiliate. The foregoing shall not inure to the benefit of either Partner (or any Affiliate of either Partner) in such other capacityrespect of any claim, except with respect to any matter liability or loss which constitutes willful misconduct, bad faith, (a) arises out of or is based upon the gross negligence or reckless disregard willful misconduct of the duties such Partner (or an Affiliate of his office, such Partner) or criminal intent. The Partnership shall have the right such Partner’s exceeding its authority to approve any counsel selected by any indemnitee and to approve the terms of any proposed settlement. The Partnership shall advance to act as a Partner and any partnerunder this Agreement or (b) is a tax, officer, employee, agent levy or affiliate of a Partner or similar governmental charge not imposed upon the Partnership reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding upon receipt of an undertaking by or on behalf of its property. It is understood and agreed that, for the party receiving such advance to repay such advance if it shall ultimately be determined that the party receiving such advance is not entitled to indemnification under this Agreement. Each Partner hereby agrees, and each partner, officer, employee, agent or affiliate of the Partner or the Partnership shall agree in writing prior to any such advancement, that in the event he or it receives any such advance, such indemnified party shall reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Section 8.1(a). The rights accruing to a Partner and each partner, officer, employee, agent or affiliate of a Partner or the Partnership under this Section 8.1(a) shall not exclude any other right to which it or they may be lawfully entitled; provided, that any right of indemnity or reimbursement granted in this Section 8.1(a) or to which any indemnified party may be otherwise entitled may only be satisfied out of the assets of the Partnership and no withdrawn Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any purposes of the foregoing sentence, no claim, liability or loss shall be deemed to arise out of or be based upon the contrary, gross negligence or willful misconduct of any Partner (or any of its Affiliates) solely because it arises out of or is based upon the provisions of this Section 8.1(a) shall not be construed so as to provide for the indemnification gross negligence or willful misconduct of a director, officer or employee of such Partner or any partnersuch Affiliate if at the time of such negligence or misconduct such director, officer, employee, agent officer or affiliate employee was a seconded employee or was a member of a Partner or the Governing Committee. Amended and Restated Partnership for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 8.1(a) to the fullest extent permitted by law.Agreement