Partnership’s Indemnity. The Partnership agrees to indemnify, defend and hold harmless each Encore Operating Party from and against any and all Damages arising out of this Agreement, whether such Damages arise on account of the furnishing of Services hereunder, the failure to furnish Services hereunder, or otherwise, and whether or not such Damages were caused by the negligence of any Encore Operating Party, including the Encore Operating Party’s sole negligence; provided, however, that the foregoing limitation shall not apply to Damages caused by the Encore Operating Party’s gross negligence or willful, intentional misconduct.
Partnership’s Indemnity. The Partnership agrees to indemnify, defend and hold harmless each Vanguard Party from and against any and all Damages arising out of this Agreement, whether such Damages arise on account of the furnishing of Services hereunder, the failure to furnish Services hereunder, or otherwise, and whether or not such Damages were caused by the negligence of any Vanguard Party, including the Vanguard Party’s sole negligence; provided, however, that the foregoing limitation shall not apply to Damages caused by the Vanguard Party’s gross negligence or willful, intentional misconduct.
Partnership’s Indemnity. ATA and the Partnership jointly and severally, hereby agree to indemnify and hold the Contributors, the Contributed Entity, the Property Owner and their respective employees, directors, members, partners, affiliates and agents (the “Contributor Indemnitees”) harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) which the Contributor Indemnitees may suffer or incur by reason of (a) any breach by the Partnership of its representations or warranties contained in this Agreement, (b) any act or cause of action occurring or accruing on or after the Subsequent Closing Date and arising from the ownership of the Interests or the Contributed Entity on or after to the Subsequent Closing Date, and (c) the ownership or operation of the Contributed Entity, the Property Owner or the Property and relating to the period on or after the Subsequent Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period on or after the Subsequent Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’ operations at any time on or after the Subsequent Closing Date.
Partnership’s Indemnity. The Partnership agrees to indemnify, defend and hold harmless each Pioneer Indemnified Party from and against any and all Damages arising out of or relating in any way to this Agreement, whether such Damages arise on account of the furnishing of Services hereunder, the failure to furnish Services hereunder, or otherwise, and whether or not such Damages were caused by the negligence or gross negligence of any Pioneer Indemnified Party, including the Pioneer Indemnified Party’s sole negligence or sole gross negligence; provided, however, that the foregoing indemnification shall not apply to Damages caused by a Pioneer Indemnified Party if there has been a final decision determining that such Pioneer Indemnified Party acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was unlawful.
Partnership’s Indemnity. The Partnership agrees to indemnify, defend and hold harmless each Manager Operating Party from and against any and all Damages arising out of this Agreement, whether such Damages arise on account of the furnishing of Services hereunder, the failure to furnish Services hereunder, or otherwise, and whether or not such Damages were caused by the negligence of any Manager Operating Party, including the Manager Operating Party’s sole negligence; provided, however, that the foregoing limitation shall not apply to Damages caused by the Manager Operating Party’s gross negligence or willful misconduct.
Partnership’s Indemnity. (a) Partnership shall indemnify and save harmless the Operator against all actions, claims, demands, costs and liabilities arising out of the acts (or failure to act) of Operator in good faith within the scope of its authority in the course of Operation of the Line including claims, demands, costs and liabilities arising from the negligence of Operator, its officers, agents, employees, or Affiliates, and Operator shall not be liable for any obligations, liabilities, or commitments incurred by or on behalf of the Partnership as a result of any such acts (or failure to act). Operator shall not be indemnified for its gross negligence or wilful misconduct.
Partnership’s Indemnity. 57 11.5 PROCEDURE...................................................................... 58 11.6
Partnership’s Indemnity. Assuming the Closing occurs and subject to the provisions of this Article XI, Partnership agrees to indemnify, defend (with counsel reasonably acceptable to DETTCO) and hold DETTCO and its Affiliates and their respective officers, directors, shareholders, unitholders, members, managers, agents, employees, representatives, successors and permitted assigns (said Persons being sometimes referred to as the "DETTCO Indemnitees") harmless from and against and in respect of any DETTCO's Damages arising out of or resulting from, and shall pay the DETTCO Indemnitees the full amount of DETTCO's Damages that the DETTCO Indemnitees may be obligated to pay on account of:
Partnership’s Indemnity. The Partnership agrees to indemnify, defend and hold harmless each Pioneer Indemnified Party from and against any and all Damages arising out of or relating in any way to this Agreement, whether such Damages arise on account of the furnishing of Services hereunder, the failure to furnish Services hereunder, or otherwise, and whether or not such Damages were caused by the negligence of any Pioneer Indemnified Party, including the Pioneer Indemnified Party’s sole negligence; provided, however, that the foregoing limitation shall not apply to Damages caused by a Pioneer Indemnified Party if there has been a final decision determining that such Pioneer Indemnified Party acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was unlawful.
Partnership’s Indemnity. 8.1.1. The Partnership shall indemnify and save harmless the Operator and its directors, officers, agents and employees against all litigation, actions, claims, demands, debts and liabilities, and any costs including without limitation reasonable legal fees and expenses incurred in connection therewith, (to the extent only that such litigation, actions, claims, demands, debts and liabilities are not satisfied by insurance carried pursuant to Section 8.2.1 below) arising out of the acts (or failure to act) of the Operator, its directors, officers, agents and employees in good faith and reasonably believed by the Operator, its directors, officers, agents and employees to be within the scope of the Operator’s authority under this Agreement, including actions, claims, demands, costs and liabilities resulting from the negligence (but not the gross negligence or willful misconduct) of the Operator, its directors, officers, agents and employees, and the Operator, its directors, officers, agents, and employees shall not be liable for any obligations, liabilities, or commitments incurred by or on behalf of the Partnership as a result of any such acts (or failure to act).
