Indemnification by Partners Clause Samples

Indemnification by Partners. Notwithstanding any other provision of this Agreement, each Partner (in each case, an "Indemnifying Partner") agrees that it shall be liable for, and shall indemnify, hold harmless and reimburse the Partnership and each other Partner from all Losses sustained or incurred in connection with or arising as a result of the incorrectness of any representation or the breach of any warranty of such Indemnifying Partner contained in Section 15.1 or the breach by such Indemnifying Partner of any covenant set out in Section 15.3.

Indemnification by Partners. In the event that the Partnership, the General Partner, the Trading Advisor or any of their affiliates is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with (a) any Partner’s (or its assignee’s) activities, obligations or liabilities unrelated to the Partnership’s business or (b) any failure or alleged failure on the part of the Partnership or the General Partner to withhold from income or gains allocated or deemed to be allocated to any Partner (or its assignees), whether or not distributed, any amount with respect to which U.S. federal income tax withholding was required or alleged to have been required, such Partner (or its assignees cumulatively) shall indemnify, defend, hold harmless and reimburse the Partnership, the General Partner, the Trading Advisor and their affiliates for such Losses to which they shall become subject.

Indemnification by Partners. Each Partner hereby indemnifies and shall hold harmless the Partnership and the other Partners, their Affiliates and each director, officer and employee of such other Partners, its Affiliates and the Partnership without duplication from and against any and all Indemnified Losses arising out of any act of, or any purported assumption of any obligation or responsibility by, such indemnifying Partner or its Affiliates, or any of the directors, officers or employees of such indemnifying Partner or its Affiliates, in violation of this Agreement.

Indemnification by Partners. In the event that the Fund or the General Partner is made a party to any claim, dispute, or litigation or otherwise incurs any loss or expense as a result of, or in connection with, any Partner's obligations or liabilities unrelated to the Fund's business or any purported transfer, assignment, pledge, or encumbrance of Units in violation of Section 11(a), such Partner shall indemnify and reimburse the Fund and the General Partner for all loss and expense incurred, including attorneys' and accountants' fees and expenses, tax liabilities, or loss of tax benefits.

Indemnification by Partners. Except as otherwise expressly provided in this Article 4, Partners, as its sole obligation and the exclusive remedy of International and each of International's officers, directors, employees, Affiliates, successors and assigns (International and such persons being collectively referred to herein as "International's Indemnified Persons"), shall defend, indemnify and hold harmless International's Indemnified Persons, and shall reimburse International's Indemnified Persons, for, from and against, each and every demand, claim, action, loss (which shall include any diminution in value), liability, judgment, damage, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors) (collectively, "Losses") imposed on or incurred by International's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of: (a) any inaccuracy in any representation or warranty of Partners in this Agreement, whether or not International's Indemnified Persons relied thereon or had knowledge thereof, or (b) any breach or nonperformance of any covenant, agreement or other obligation of Partners under this Agreement or any certificate, document or other instrument delivered or to be delivered pursuant hereto.

Indemnification by Partners. (a) Advance/Newhouse shall indemnify and save harmless the Residual Business and ▇▇▇▇ ▇▇▇er Partner and former Partner, the officers, directors, and stockholders of each other Partner and former Partner, and any of their respective officers, directors, shareholders, partners, employees, agents, and Affiliates, from any loss, damage, or expense incurred by any of them by reason of or resulting from any unauthorized act taken by the Selected Business orAdvance/Newhouse in the name of the Selected Business, the Residual Business, ▇▇▇ ▇▇▇tnership or any other Partner. (b) TWE and Paragon shall indemnify and save harmless the Selected Business and each other Partner and former Partner, the officers, directors, and stockholders of each other Partner and former Partner, and any of their respective officers, directors, shareholders, partners, employees, agents, and Affiliates, from any loss, damage, or expense incurred by any of them by reason of or resulting from any unauthorized act taken by the Residual Business, TWE or Paragon in the name of the Residual Business, the Selected Business, the Partnership or any other Partner. (c) Any reasonable expenses incurred by any Person entitled to indemnification pursuant to this Section 13.2 in defending any civil or criminal action, suit, or proceeding (or the threat thereof) by reason of or resulting from any such indemnified matter shall be borne and paid by the indemnifying Partner in advance of the final disposition of such action, suit or proceeding (or the threat thereof) upon receipt of a reasonably satisfactory undertaking by or on behalf of the indemnified Person to repay to the indemnifying Partner the amount of such expenses if it shall ultimately be determined that such Person is not entitled to the indemnification provided for under this Section 13.2.

Indemnification by Partners. Each Partner will indemnify the Company and Globalstar, each of their respective directors or Committee members, as the case may be, and officers, each person who controls the Company or Globalstar within the meaning of the Securities Act and the rules and regulations thereunder, each other Partner and each of their officers, directors, and partners, and each person controlling such other Partner, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement of a material fact with respect to such Partner contained in any such registration statement, prospectus, offering circular or other document made by such Partner, or any omission (or alleged omission) to state therein a material fact with respect to such Partner required to be stated therein or necessary to make the statements by such Partner therein not misleading, and will reimburse the Company, Globalstar and such other Partner and each of their respective directors, officers and partners and each person controlling each of the Company, Globalstar and such other Partner for any legal or any other expenses reasonably incurred by such party in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Partner with respect to such Partner and stated to be specifically for use therein; provided however, that the obligations of each of the Partners hereunder shall be limited to an amount equal to the net proceeds to such Partner of securities sold on such occasion as contemplated herein.

Indemnification by Partners. 69 13.3 Procedures..................................................71 13.4 Survival....................................................71 Section 14 REPRESENTATIONS.............................................71

Indemnification by Partners. By virtue of the Partners' execution and delivery of the Purchase Agreement, the Partners have agreed, and by executing this Agreement each Partner hereby confirms that such Partner agrees, subject to the terms and conditions of this Agreement and Article V of the Purchase Agreement: (a) to indemnify and hold harmless TriZetto, its officers, directors, stockholders, employees and agents from and against any and all Claims and Liabilities to the extent provided in Article V of the Purchase Agreement; (b) to establish the Escrow pursuant to this Agreement to secure the indemnification obligations of the Partners under Article V of the Purchase Agreement; (c) without limiting such Partner's obligations under paragraph (a) above, that in the event TriZetto, its officers, directors, stockholders, employees and agents (hereinafter, collectively, "TriZetto") incurs any Claims and Liabilities provided in Article V of the Purchase Agreement, the Escrowed Property shall, subject to the provisions of the Purchase Agreement requiring an offset to the Promissory Notes (prior to making a claim against the Escrowed Property) and this Agreement, be transferred to TriZetto to compensate TriZetto for such Claims and Liabilities, with the portion of the Escrowed Property to be so transferred to be pro rata as to each Claim and Liability among the Partners according to each Partner's proportionate share of the Escrowed Property set forth on Exhibit A hereto (the "Pro Rata Share"); (d) to appoint the Representative as the Partners' representative, attorney-in-fact and agent for purposes of this Agreement to act for and on behalf of each Partner as provided herein, and to the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken or made by the Representative on the Partners' behalf under this Agreement; and (e) to all of the other terms and conditions of this Agreement.