Common use of Agreements to Indemnify Clause in Contracts

Agreements to Indemnify. The General Partner is hereby authorized to enter into any agreement with any Indemnified Person which agreement has the effect of conferring directly on such Indemnified Person the exculpation and indemnification protections set out in Section 4.06 (Liability to Partners) and this Section 4.07 (Indemnification). For the avoidance of doubt, and without limiting the priority of indemnification or advancement set forth in Section 4.07(c) (Third-Party Indemnitor), an Indemnified Person may first seek indemnification or advancement from the Partnership as set forth in this Section 4.07 (Indemnification) (which indemnification or advancement shall be considered an Operating Expense of, and be borne by, the Partnership) prior to seeking to cause such amounts to be borne by any Third-Party Indemnitor, regardless of the ultimate allocation of the corresponding liabilities.