Indemnity of General Partner Sample Clauses

Indemnity of General Partner. (a) To the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, the General Partner, the Tax Matters Partner, a Departing Partner, any Person who is or was an Affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any Affiliate, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any Affiliate as a director, officer, employee, agent or trustee of another Person (collectively, an “Indemnitee”), will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities joint or several expenses (including, without limitation, legal fees and expenses on a solicitor/client basis), judgments, fines, settlements and other amounts (collectively, “Damages”) arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as:
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Indemnity of General Partner. (a) To the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, the General Partner, a Departing Partner, any Person who is or was an Affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any Affiliate, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any Affiliate as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities joint or several expenses (including, without limitation, legal fees and expenses on a solicitor/client basis), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as:
Indemnity of General Partner. (1) The General Partner and each of its directors, officers, employees and agents (each an "Indemnitee") will be indemnified by the Partnership for all liabilities, costs and expenses incurred by them in connection with any action, suit or proceeding that is proposed or commenced or any other claim that is made against the General Partner or any of its directors, officers, employees and agents in the exercise of the performance by the General Partner of its duties as the general partner of the Partnership, except those liabilities, costs and expenses resulting from wilful misconduct, bad faith, negligence or breach of its obligations under the Partnership Agreement on the part of the General Partner.
Indemnity of General Partner. The Partnership (but only to the extent of the assets of the Partnership and for clarity not the Partners themselves) hereby indemnifies and holds harmless the General Partner, its directors, shareholders, officers, employees or agents from and against all costs, expenses, damages or liabilities suffered or incurred by reason of the acts, omissions or alleged acts or omissions arising out of the activities of the General Partner on behalf of the Partnership under this Agreement or in furtherance of the interests of the Partnership, unless the acts, omissions or the alleged acts or omissions on which the actual or threatened action, proceeding or claim are based were not believed in good faith by the General Partner to be within the scope of the authority conferred by this Agreement or otherwise by law, or were performed or omitted fraudulently or in bad faith or constituted negligence or wilful or reckless disregard of the obligations of the General Partner under this Agreement or Applicable Law. This Section 4.8 shall survive the termination of this Agreement and the dissolution of the Partnership.
Indemnity of General Partner. (a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, the General Partner, any former General Partner (a “Departing Partner”), any Person who is or was an Affiliate of the General Partner or any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner or any such Affiliate, or any Person who is or was serving at the request of the General Partner or any Departing Partner or any such Affiliate as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including, without limitation, legal fees and expenses), judgements, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative (collectively, “Claims”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as: (i) the General Partner, a Departing Partner or any of their Affiliates; (ii) an officer, director, employee, partner, agent or trustee of the General Partner, any Departing Partner or any of their Affiliates; or (iii) a Person serving at the request of the General Partner, any Departing Partner or any of their Affiliates as a director, officer, employee, agent or trustee of another Person; provided, that in each case the Indemnitee acted in good faith, in a manner which such Indemnitee 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. Notwithstanding the foregoing, an Indemnitee shall not be entitled to indemnification for any Claims arising from the fraud or Gross Negligence of the Indemnitee, or any losses under Section 2.11 or Section 8.16. The termination of any action, suit or proceeding by judgement, order, settlement or conviction shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 8.12 shall be made only out of the assets of the Partnership.
Indemnity of General Partner. Upon the Exchange, Macroweb shall no longer be the general partner of Rackspace, Ltd., but rather Rackspace Management, LC shall be the new general partner. The Company acknowledges and agrees that the indemnity obligations contained in the Partnership Agreement shall continue to be enforceable by Macroweb and its members, officers and agents, against the Company and against New Rackspace, with respect to acts and omissions occurring while Macroweb was the general partner of the Company.
Indemnity of General Partner. (1) To the fullest extent permitted by law, the General Partner, any former General Partner, any Person who is or was an officer, director, employee or agent of the General Partner or any former General Partner, or any Person who is or was serving at the request of the General Partner or any former General Partner as a director, officer, employee, agent or trustee of another Person (collectively, an “Indemnitee”) will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, legal fees and expenses on a full indemnity basis), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as:
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Indemnity of General Partner. (a) To the fullest extent permitted by law, but subject to the limitations expressly provided in this Agreement, the General Partner, any Departing Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Departing Partner, or any Person who is or was serving at the request of the General Partner or any Departing Partner as a director, officer, employee, partner, agent or trustee of another Person (collectively, an “Indemnitee”) will be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses on a full indemnity basis), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as:
Indemnity of General Partner. If the General Partner shall have acted honestly and in good faith towards the other Partners the Partnership shall indemnify and hold harmless the General Partner from any costs, damages, liabilities or expenses suffered or incurred by the General Partner resulting from or arising out of any act or omission of the General Partner on behalf of the Partnership or in furtherance of the business of the Partnership unless such costs, damages, liabilities or expenses result from or arise out of any act, omission or judgment as a result of which the General Partner is adjudged to be in contravention of section 7.6.
Indemnity of General Partner. The Partnership will indemnify and hold harmless the General Partner and its directors, officers, shareholders, employees and agents, from any costs, damages, liabilities or resulting from or arising out of any act or omission or error of judgement of the General Partner or any of its directors, officers, shareholders, employees and agents, on behalf of the Partnership or in furtherance of the business of the Partnership, unless, in the case of any such person, such costs, damages, liabilities or expenses result from or arise out of any act or omission or error of judgement as a result of which, in the case of the General Partner such person is adjudged to have been guilty of gross negligence or wilful misconduct or to have failed to act honestly and in good faith or to have breached a fiduciary duty to the Limited Partners or, in the case of any of its directors, officers, shareholders, employees and agents, such person has failed to act honestly, in good faith and in the best interests of the Partnership. This indemnity is in addition to and not a limitation of any other obligation of the Partnership to the General Partner including the obligation of the Partnership to reimburse or repay the General Partner on account of costs, outlays, disbursements and expenditures incurred by or on behalf of the General Partner but this indemnity will not be in derogation of the provisions of Section 3.7.
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