Common use of Indemnification by the Partnership Clause in Contracts

Indemnification by the Partnership. The Partnership shall indemnify and hold harmless each Partner, the Representatives and alternate Representatives of each Partner, and the officers and other agents of the Partnership (each individually, a “Partnership Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Indemnified Losses”) actually and reasonably incurred by such Partnership Indemnitee and arising from any threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative or other, including any appeals, to which a Partnership Indemnitee was or is a party or is threatened to be made a party, arising out of or incidental to the business of the Partnership or such Partnership Indemnitee’s status as a Partner, Representative or alternate Representative of a Partner or an officer or other agent of the Partnership; provided, however, that the Partnership shall not indemnify and hold harmless any Partnership Indemnitee for any Indemnified Losses which are due to actual fraud or willful misconduct of such Partnership Indemnitee. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that indemnification is not available under this Section 14.1. The obligation of the Partnership to indemnify any Partnership Indemnitee shall be satisfied out of Partnership assets only, and if the assets of the Partnership are insufficient to satisfy its obligation to indemnify any Partnership Indemnitee, such Partnership Indemnitee shall not be entitled to contribution from any Partner. The indemnification provided by this Section 14.1 shall inure solely to the benefit of the Partnership Indemnitee and his heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Notwithstanding anything in this Section 14.1, except as otherwise provided in the succeeding sentence, the Partnership shall be required to indemnify a Person in connection with any action, suit or proceeding (or part thereof) commenced by such Person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Management Committee. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Section 14.1 is not paid in full within thirty (30) days after a written claim therefor by any Partnership Indemnitee has been received by the Company, such Partnership Indemnitee may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim and, in any such action the Partnership shall have the burden of proving that such Partnership Indemnitee is not entitled to the requested indemnification or advancement of expenses under applicable law.

Indemnification by the Partnership. The Partnership shall ---------------------------------- indemnify and hold the MTVN Indemnified Parties and the Tune Indemnified Parties harmless each Partner, the Representatives from and alternate Representatives of each Partneragainst, and the officers and other agents of the Partnership (each individually, a “Partnership Indemnitee”) agree promptly to defend any such Indemnified Party from and against reimburse any such Indemnified Party for, any and all lossesLosses which any such Indemnified Party may suffer or incur, claimsor become subject to (including, demandswith respect to TCI Music, costs, damages, liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Indemnified Losses”) actually and reasonably Losses suffered or incurred by such Partnership Indemnitee and arising from any threatenedaffiliated entity under the Irrevocable Standby Letter of Credit dated January 13, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative or other, including any appeals, to which a Partnership Indemnitee was or is a party or is threatened to be made a party1999 in the amount of $459,000 issued by Bank of America NT & SA for the benefit of TM Park Avenue Associates), arising out of or incidental resulting from, without duplication, (a) any failure by the Partnership to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement and the Contribution Agreements to which it is a party, (b) the VLLC Liabilities and the Imagine Liabilities, (c) the Box LLC Liabilities and the SonicNet LLC Liabilities, (d) any liabilities which arise out of a breach or violation of any non-assignment or change of control provision insofar as such breach or violation resulted from or arose out of (including as a result of a claim of anticipatory breach of contract) the consummation of the transactions contemplated hereby, including any failure to obtain any consent or waiver, and (e) all other liabilities assumed by the Partnership (but only to the business of extent so assumed) under any Contribution Agreements or under any other Contract entered into by or assigned or contributed to, or to be assigned or contributed to, the Partnership or such Partnership Indemnitee’s status as a Partner, Representative or alternate Representative of a Partner or an officer or other agent of the Partnershipin connection herewith; provided, however, that the Partnership shall not indemnify and hold harmless any Partnership Indemnitee for any Indemnified Losses which are due to actual fraud or willful misconduct of such Partnership Indemnitee. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that indemnification is not available under this Section 14.1. The obligation of the Partnership be -------- ------- obligated to indemnify any Partnership Indemnitee shall be satisfied indemnified party with respect to any obligations that relate to pre-Closing periods (other than those relating to certain accounts payable, accrued expenses, prepayments and similar working capital items identified on the balance sheets attached to Schedule 4.12 or 6.17 hereto or of the same types as such items reflected on the balance sheet which were incurred since the date thereof in the ordinary course of business and consistent with past practice and are not in excess of historical amounts for comparable periods) or arise out of Partnership assets only, and if a breach or violation prior to the assets Closing of any provision (other than a non-assignment or change in control provision insofar as it relates to the consummation of the Partnership are insufficient to satisfy its obligation to indemnify any Partnership Indemniteetransactions contemplated hereby, such Partnership Indemnitee shall not be entitled to contribution from any Partner. The indemnification provided by this Section 14.1 shall inure solely to the benefit of the Partnership Indemnitee and his heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Notwithstanding anything in this Section 14.1, except as otherwise provided in the succeeding sentence, which the Partnership shall be required provide indemnity under clause (d) above) of any Contract assigned or contributed to indemnify a Person the Partnership in connection with any action, suit or proceeding (or part thereof) commenced by such Person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Management Committee. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Section 14.1 is not paid in full within thirty (30) days after a written claim therefor by any Partnership Indemnitee has been received by the Company, such Partnership Indemnitee may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim and, in any such action the Partnership shall have the burden of proving that such Partnership Indemnitee is not entitled to the requested indemnification or advancement of expenses under applicable lawherewith.

Indemnification by the Partnership. The Partnership shall hereby agrees to defend, indemnify and hold harmless each Partner(a) the Redeeming Limited Partner and its partners, the Representatives members, officers, directors, employees, agents, successors and alternate Representatives of each Partner, and the officers and other agents of the Partnership (each individually, a “Partnership Indemnitee”) assigns from and against any and all lossesclaim, claimsdamage, demandsliability, costsloss, damages, liabilities, expenses of any nature cost or expense (including reasonable attorneys’ fees and disbursements)attorney fees) to the extent occasioned or caused by, judgments, fines, settlements, and other amounts (collectively, “Indemnified Losses”) actually and reasonably incurred by such Partnership Indemnitee and arising resulting from any threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative or other, including any appeals, to which a Partnership Indemnitee was or is a party or is threatened to be made a party, arising out of (excluding any claim, damage, liability, loss, cost or incidental to the business expense resulting from or arising out of the Partnership or such Partnership Indemnitee’s status as a Partner, Representative or alternate Representative of a Partner or an officer or other agent of the Partnership; provided, however, that the Partnership shall not indemnify and hold harmless any Partnership Indemnitee for any Indemnified Losses which are due to actual fraud gross negligence or willful misconduct of such the Redeeming Limited Partner, any of its Affiliates or their respective partners, members, officers, directors, employees and agents): (i) any failure by the Partnership Indemnitee. The termination to perform its covenants or obligations as set forth in this Agreement; (ii) any inaccuracy in or breach of any action, suit of the representations or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that indemnification is not available under this Section 14.1. The obligation warranties of the Partnership made to indemnify the Redeeming Limited Partner and contained in this Agreement; (iii) the Partnership’s ownership of the LP Interests during the period on and after the effective date of this Agreement, including liabilities for any Taxes, fees or other governmental charges attributable to the ownership by the Partnership Indemnitee shall be satisfied of the LP Interests on and after the effective date of this Agreement; and (iv) the Partnership’s ownership of the Redemption Consideration prior to the effective date of this Agreement; and (b) the Redeeming General Partner and its partners, members, officers, directors, employees, agents, successors and assigns from and against any claim, damage, liability, loss, cost or expense (including reasonable attorney fees) to the extent occasioned or caused by, resulting from or arising out of (excluding any claim, damage, liability, loss, cost or expense resulting from or arising out of the gross negligence or willful misconduct of the Redeeming General Partner, any of its Affiliates or their respective partners, members, officers, directors, employees and agents): (i) any failure by the Partnership assets only, and if to perform its covenants or obligations as set forth in this Agreement; (ii) any inaccuracy in or breach of any of the assets representations or warranties of the Partnership are insufficient to satisfy its obligation to indemnify any Partnership Indemnitee, such Partnership Indemnitee shall not be entitled to contribution from any Partner. The indemnification provided by this Section 14.1 shall inure solely made to the benefit Redeeming General Partner and contained in this Agreement; and (iii) the Partnership’s ownership of the GP Interests on and after the effective date of this Agreement, including liabilities for any Taxes, fees or other governmental charges attributable to the ownership by the Partnership Indemnitee of the GP Interests on and his heirs, successors, assigns and administrators and shall not be deemed to create any rights for after the benefit effective date of any other Personsthis Agreement. Notwithstanding anything in this Section 14.1, except as otherwise provided in For the succeeding sentenceavoidance of doubt, the Partnership shall be required have no responsibility for any amounts arising pursuant to indemnify a Person in connection with any action, suit or proceeding (or part thereof) commenced by such Person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Management Committee. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Section 14.1 is not paid in full within thirty (30) days after a written claim therefor by any Partnership Indemnitee has been received by the Company, such Partnership Indemnitee may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim and, in any such action the Partnership shall have the burden of proving that such Partnership Indemnitee is not entitled to the requested indemnification or advancement of expenses under applicable law7.1(v).

Indemnification by the Partnership. The Partnership shall indemnify and hold harmless each PartnerPartner (including, if applicable, in its capacity as Operator), the Representatives and alternate Representatives of each Partner, Partner and the officers and other agents of the Partnership (each individually, a “Partnership Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Indemnified Losses”) actually and reasonably incurred by such Partnership Indemnitee and arising from any threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative or other, including any appeals, to which a Partnership Indemnitee was or is a party or is threatened to be made a party, arising out of or incidental to the business of the Partnership or such Partnership Indemnitee’s status as a Partner, Representative or alternate Representative of a Partner or an officer or other agent of the Partnership; provided, however, that the Partnership shall not indemnify and hold harmless any Partnership Indemnitee for any Indemnified Losses which are due to actual fraud or willful misconduct of such Partnership Indemnitee. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that indemnification is not available under this Section 14.1. The obligation of the Partnership to indemnify any Partnership Indemnitee shall be satisfied out of Partnership assets only, and if the assets of the Partnership are insufficient to satisfy its obligation to indemnify any Partnership Indemnitee, such Partnership Indemnitee shall not be entitled to contribution from any Partner. The indemnification provided by this Section 14.1 shall inure solely to the benefit of the Partnership Indemnitee and his heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Notwithstanding anything in this Section 14.1, except as otherwise provided in the succeeding sentence, the Partnership shall be required to indemnify a Person in connection with any action, suit or proceeding (or part thereof) commenced by such Person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Management Committee. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Section 14.1 is not paid in full within thirty (30) days after a written claim therefor by any Partnership Indemnitee has been received by the Company, such Partnership Indemnitee may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim and, in any such action the Partnership shall have the burden of proving that such Partnership Indemnitee is not entitled to the requested indemnification or advancement of expenses under applicable law.