Common use of By the Partnership Clause in Contracts

By the Partnership. The Partnership shall indemnify, defend and hold harmless any Person (an “Indemnified Party”) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of any act or omission or alleged act or omission arising out of such Indemnified Party’s activities as (i) a Partner or an officer, director, trustee, shareholder, member, manager, partner, employee, Affiliate or agent of the Partner, (ii) the General Partner or the Asset Manager or an officer, director, trustee, shareholder, member, manager, partner, employee, Affiliate or agent of any of them on behalf of the Partnership or in furtherance of the interest of the Partnership, or (iii) LMLP or any LMLP Affiliated Party, but only if LMLP GP is no longer the General Partner, that is obligated to enter into a direct financial obligation (including, without limitation, a “non-recourse carve-out” guarantee) in connection with the financing of any Qualified Asset, in each case against personal liability, claims, losses, damages and expenses for which such Indemnified Party has not been reimbursed by insurance proceeds or otherwise (including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Indemnified Party in connection with such action, suit or proceeding and any appeal therefrom, unless such Indemnified Party (A) acted fraudulently, in bad faith or with gross negligence or willful misconduct or (B) by such act or failure to act breached any representation, warranty or covenant contained in this Agreement, which breach had or has a material adverse effect on the Partnership or any Partner and, if capable of cure, is not cured within fifteen (15) days after notice thereof by the aggrieved Partner(s). Any indemnity by the Partnership under this Agreement shall be provided out of, and to the extent of, Partnership revenues and assets only, and no Partner shall have any personal liability on account thereof. The indemnification provided under this Section 3.12 shall (x) be in addition to, and shall not limit or diminish, the coverage of the Partners or any Affiliates under any insurance maintained by the Partnership and (y) apply to any legal action, suit or proceeding commenced by a Partner or in the right of a Partner or the Partnership. The indemnification provided under this Section 3.12 shall be a contract right and shall include the right to be reimbursed for reasonable expenses incurred by any such Indemnified Party within thirty (30) days after such expenses are incurred.

By the Partnership. The Partnership shall indemnify, defend and hold harmless any Person (an “Indemnified Party”"INDEMNIFIED PARTY") who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of any act or omission or alleged act or omission arising out of such Indemnified Party’s 's activities as (i) a Partner or an officer, director, trustee, shareholder, member, manager, partner, employee, Affiliate or agent of the Partner, Partner or (ii) the Managing General Partner Partner, the Fund GP, the Advisor or the Asset Manager or an officer, director, trustee, shareholder, member, manager, partner, employee, Affiliate or agent of any of them on behalf of the Partnership or in furtherance of the interest of the Partnership, or (iii) LMLP or any LMLP Affiliated Party, but only if LMLP GP is no longer the General Partner, that is obligated to enter into a direct financial obligation (including, without limitation, a “non-recourse carve-out” guarantee) in connection with the financing of any Qualified Asset, in each case against personal liability, claims, losses, damages and expenses for which such Indemnified Party has not been reimbursed by insurance proceeds or otherwise (including reasonable attorneys’ ' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Indemnified Party in connection with such action, suit or proceeding and any appeal therefrom, unless such Indemnified Party (A) acted fraudulently, in bad faith or with gross negligence or willful misconduct or (B) by such act or failure to act breached any representation, warranty or covenant contained in this Agreement, which breach had or has a material adverse effect on the Partnership or any Partner and, if capable of cure, is not cured within fifteen (15) days after notice thereof by the aggrieved Partner(s). Any indemnity by the Partnership under this Agreement shall be provided out of, and to the extent of, Partnership revenues and assets only, and no Partner shall have any personal liability on account thereof. The indemnification provided under this Section 3.12 3.13 shall (x) be in addition to, and shall not limit or diminish, the coverage of the Partners or any Affiliates under any insurance maintained by the Partnership and (y) apply to any legal action, suit or proceeding commenced by a Partner or in the right of a Partner or the Partnership. The indemnification provided under this Section 3.12 3.13 shall be a contract right and shall include the right to be reimbursed for reasonable expenses incurred by any such Indemnified Party within thirty (30) days after such expenses are incurred.