Partnership Indemnification Sample Clauses

Partnership Indemnification. The Partnership hereby covenants and agrees to and does hereby indemnify and hold harmless the Partners, their respective Affiliates and their respective officers, directors and personnel, from and against all Claims arising out of the operation of the Partnership except and only to the extent that such Claims result from violation of federal, state or local law, fraud, gross negligence, willful misconduct or breach of the Partnership Agreement by such indemnified Person.

Partnership Indemnification. Except as specifically set forth in this Agreement, Partnership, on its own behalf and on behalf of its Subsidiaries, hereby releases, and agrees to indemnify and hold harmless, the Manager Parties from any and all Losses arising from or relating to (i) the provision or use of any Service or product provided hereunder to the extent not directly caused by the bad faith, gross negligence, willful misconduct, or actual fraud of a Manager Party or (ii) any material breach, violation or inaccuracy of any covenant, representation or warranty of Partnership or its Affiliates hereunder.

Partnership Indemnification. ‌ All indemnification of the Indemnified Persons shall be provided by the Master Funds in accordance with the terms of the Master Fund Agreements and the Partnership and shall be responsible for its share of such indemnification payments as a partner of the Master Funds.

Partnership Indemnification. The Partnership shall indemnify, defend and hold Phil▇▇▇▇, ▇▇s Affiliates, and each of their employees, directors and agents, harmless from and against any and all (i) damages, liabilities, expenses and costs (including court costs and reasonable attorneys' fees) as a result of any claims, demands, suits, causes of action, proceedings or judgments arising as a result of the breach of any of the representations and warranties made by the Partnership herein, or (ii) any and all fines or penalties (criminal or civil) or other liabilities, expenses and costs (including court costs and reasonable attorneys' fees) incurred or paid as a result of any claims, demands, suits, causes of action, proceedings or judgments made or asserted by any Person against Phil▇▇▇▇, ▇▇s Affiliates, or any of their employees, directors or agents, for failure of the Partnership to comply with any applicable Law or Permit related to the performance of the obligations of the Partnership, its Affiliates, or their employees, contractors or agents, under the Project Agreements or arising out of or otherwise related to the operation of the Project; provided, however, that such indemnity shall not apply to the extent that such fine, penalty or other liability, expense or cost results from any environmental matter which is the subject of the environmental indemnity provisions in the Ground Lease and Easement Agreement.

Partnership Indemnification. (i) Subject to and in accordance with the further provisions of this Section 9(G), after Closing, the Partnership shall indemnify and defend ZML from and against any and all obligations arising under or with respect to the Leases listed on the Rent Roll, the Services Contracts listed on attached EXHIBIT E, the documents comprising the Skokie Economic Assistance Package as described on attached EXHIBIT T, and any other Permitted Exceptions (other than the Prudential Loan Documents), but only to the extent that such obligations are applicable to the period from and after (and including) the Closing Date. (ii) In the event that any third party makes a claim against ZML or any of its partners (the "ZML Affiliates") by reason of any failure by the Partnership to satisfy any of the obligations referred to in Section 9(G)(i) above, ZML shall promptly notify the Partnership, whereupon the Partnership shall defend the ZML Affiliates against each such claim at the Partnership's expense and, in the event that any of the ZML Affiliates is found liable with respect thereto, the Partnership shall pay or otherwise satisfy such liability promptly. If the ZML Affiliates incur any attorneys' fees or expenses by reason of either the Partnership's failure to defend it against any such claim or the need the enforce the obligations of the Partnership under this Section 9(G), then, in such event, the Partnership shall pay such fees and expenses as are reasonably incurred. The obligations of the Partnership to defend the ZML Affiliates runs to the ZML Affiliates as a group and not individually, and in no event shall the Partnership be obligated to provide defense to any one or more members of the ZML Affiliates separate or apart from the defense provided to the ZML Affiliates as a group; provided, however, that if less than all of the ZML Affiliates are named in any action or in any count of any action, the Partnership shall defend, as a group, such ZML Affiliates and all such counts. (iii) This Section 9(G) shall survive the Closing without limitation as to time.

Partnership Indemnification. The Partnership agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 10(d) below) any such settlement is effected with the written consent of the Agent, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, of the Partnership to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with wri...

Partnership Indemnification. In any threatened, pending or completed action, suit or proceeding to which any Partner was or is a party or is threatened to be made a party by reason of the fact that it is or was a Partner in the Partnership, involving an alleged cause of action for damages to a third party caused by its performance in managing or operating the Partnership business, the Partnership shall indemnify such Partner, its Affiliates and their respective employees, officers, directors and agents (collectively, “Indemnified Parties” and individually an “Indemnified Party”) for all amounts paid to satisfy judgments and settlements actually and reasonably incurred by such Indemnified Party(ies) in connection with such action, suit or proceeding if the Indemnified Party(ies) acted in good faith and in a manner it reasonably believed to be in the best interests of the Partnership, and provided that its conduct was not outside the Business Scope and did not constitute gross negligence, fraud, willful or wanton misconduct, a material breach of any of its obligations under this Agreement or a breach of its fiduciary duties to the Partnership or to the other Partner. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Indemnified Party(ies) acted in good faith, in a manner which it reasonably believed to be in the best interests of the Partnership, or within the Business Scope. To the extent that an Indemnified Party has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, or to the extent that such action, suit or proceeding has been settled, the Partnership shall indemnify such Indemnified Party against the expenses, including attorneys’ fees, actually and reasonably incurred by such Indemnified Party in connection therewith. The Partnership shall advance to an indemnified Partner the amount of such expenses and fees at the time they become due, unless the General Partner makes a good faith reasonable determination that the Partner would not be entitled to indemnification according to the standards set forth above. If the General Partner determines that such Partner should not be entitled to receive advances of such expenses, the Partner denied advances shall have the right to submit the determination as to whether such expenses should be advanced to arbitration in accordance with the Arbitration P...

Partnership Indemnification. (a) For a period of eighteen (18) months from Closing, the Partnership shall keep and save Transferor harmless from and shall indemnify and defend Transferor against any and all Damages, whether direct or consequential and no matter how arising, in any way related to, connected with or arising or resulting from (i) any breach of any representation or warranty of the Partnership under this Agreement; and (ii) any breach or default by the Partnership under any covenant or agreement of the Partnership under this Agreement. The Partnership shall forever hold Transferor harmless with respect to the Assumed Obligations. (b) Transferor shall promptly notify the Partnership in the event that any claim is made against it for which the Partnership has agreed to indemnify Transferor as set forth in this Agreement, and the Partnership shall thereupon undertake to defend and hold Transferor free and harmless therefrom, using counsel reasonably satisfactory to Transferor; but Transferor's failure to so notify shall not relieve the Partnership of its obligations hereunder except to the extent it is actually prejudiced or damaged thereby. If the Partnership fails to discharge or undertake to defend against any such liability within ten (10) days after notice thereof, then Transferor may settle the same and shall provide notice of the terms thereof to the Partnership within ten (10) days after settlement. The Partnership's liability shall be conclusively established by such settlement (the amount of such liability shall include both the settlement consideration and the reasonable attorneys' fees, costs and expenses necessarily incurred by Transferor in effecting such settlement). This indemnity shall not foreclose any other rights or remedies that Transferor may have under law or under this Agreement to enforce the provisions of this Agreement.

Partnership Indemnification. (a) Subject to the limitations hereinafter set forth, the Partnership hereby agrees, upon its occupancy and use of the Leased Premises, to protect, defend, indemnify and hold harmless the District, its officers, Board members, employees, agents and representatives from and against all loss, cost, expense and, obligation including but not limited to reasonable attorneys' fees (hereinafter "Loss") in connection with or arising out of any proceedings, judicial or otherwise, claims, demands, judgments, damage or injury to person or property occurring within or about the Leased Premises arising out of or in connection with the Partnership's operation, use, Maintenance, ownership, Improvement, or Repair of the Leased Premises or Partnership Property or any events occurring thereon, or performance of the Partnership's other obligations under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Partnership be obligated to protect, defend, indemnify or hold hannless the District, its officers, Board members, employees, agents or representatives from or against any Loss, to the extent the same arises out of, or is connected with: (i) the negligence or misconduct of the District, its Board members, Executive Director, employees, agents, attorneys, sponsors, promoters, representatives or independent contractors; (ii) the failure of the District to perform or observe any covenant or condition to be perfonned or observed by the District under this Agreement; or (iii) defects in (i) the design of the Leased Premises; or (ii) the workmanship or materials employed in the construction of the Leased Premises. (b) If the District bears any property tax liability with respect to the Leased Premises, the Partnership shall indemnify the District against any such property tax liability. The indemnity provided by this Paragraph 7.1(b) shall not apply to property taxes imposed as a result of the District's ownership of the Leased Premises or as a result of District-sponsored Non­ Baseball Events. Any indemnification required by this Paragraph 7.1(b) shall be made by the Partnership to the District in sufficient time to enable the District to pay timely any property tax liability for which the District is entitled to indemnity (but not less than thirty days after the Partnership's receipt of notice from the District of the amount of property tax for which the District claims entitlement to indemnity and copies ofall documents th...