Indemnification by the General Partner Sample Clauses

Indemnification by the General Partner. The General Partner shall indemnify and hold harmless the Partnership (or, without duplication, the Limited Partners, the Special Limited Partner and the Investment Entities) and each of their respective officers, directors, employees, representatives, agents, Controlling Persons and Affiliates (individually, in each case, an “LP Indemnitee”) and the Representatives (and the equivalent members of the boards of the Investment Entities) (each an “EC Indemnitee” and, collectively with the LP Indemnitees and the GP Indemnitees, the “Indemnitees”) to the fullest extent permitted by law from and against any and all Losses to the extent caused by the Willful Bad Acts or gross negligence by the General Partner or any GP Indemnitee.

Indemnification by the General Partner. (a) The General Partner hereby agrees to indemnify and hold harmless each Holder and each person or entity, if any, which controls a Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), and their respective officers, directors, shareholders, members, partners, agents and employees (each such person being sometimes hereinafter referred to as an "Indemnified Holder"), from and against any and all losses, claims, damages, costs and expenses (including reasonable attorneys' fees) to which such Holder or each such person may become subject under the Securities Act or otherwise that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or by reason of any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse each Indemnified Holder for any legal or other expenses reasonably incurred by such Indemnified Holder in connection with investigating, preparing or defending against any such loss, claim or damages as such expenses are incurred; provided, however, that the indemnity provided pursuant to this Section 3.01 shall not apply to any Holder with respect to any such losses, claims, damages, costs and expenses (including reasonable attorneys' fees) that arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon information furnished in writing to the General Partner by such Holder expressly for use therein. This indemnity will be in addition to any liability which the General Partner may otherwise have. In addition, upon request of a Holder, the General Partner shall enter into one or more indemnification agreements with any broker or brokers engaged by such Holder (provided that the General Partner shall not be required to enter into such agreements with more than five brokers) to sell all or any portion of the Registrable Securities, each such agreement to indemnify the broker in question against the same losses, claims, damages, costs and expenses as such Holder is indemnified against by the General Partner under this Section 3.01.

Indemnification by the General Partner. The General Partner agrees to indemnify, hold harmless and defend the Partnership against any and all loss, damage, liability or expense arising directly from or as a result of the General Partner's gross negligence, gross misconduct, breach of fiduciary duty, or breach of a term, representation, condition or covenant of this Agreement.

Indemnification by the General Partner. Notwithstanding the foregoing, to the fullest extent permitted by applicable Law, the General Partner shall and does hereby agree to indemnify and hold harmless and pay all judgments and claims against the Partnership, any of its Subsidiaries and the Indemnified Parties, each of which shall be a third party beneficiary of this Agreement solely for purposes of this Article 7, from and against any Loss incurred by them as a result of any act or omission of the General Partner that constitutes a Bad Act.

Indemnification by the General Partner. The General Partner agrees to indemnify and hold harmless the Advisor and each of its Affiliates against any loss, claim, damage, charge, or liability to which the Advisor or its Affiliates may become subject, insofar as such loss, claim, damage, charge or liability (or actions in respect thereof) arises out of or is based upon: (i) any misrepresentation or breach of any warranty, covenant or agreement of the Fund or the General Partner contained in this Agreement; (ii) any untrue statement of any material fact contained in the Prospectus, or arises out of or is based upon the omission to state in the Prospectus, a material fact required to be stated therein or necessary to make the statements therein not misleading (excluding in each case under this clause (ii) any untrue statement or omission made in reliance upon and in conformity with information regarding the Advisor that was furnished and approved by the Advisor for inclusion in the Prospectus), including liabilities under the 1933 Act and the CEA; (iii) the management of the Account by the Advisor or the fact that the Advisor acted as a commodity trading advisor of the Fund if the Advisor acted in good faith and in a manner which it reasonably believed to be in, or not opposed to, the best interests of the Fund and provided that the Advisor's conduct does not constitute gross negligence or willful misconduct; (iv) any acts or omissions of the Fund or the General Partner; or (v) any act or omission with respect to the Fund of any other commodity trading advisor of the Fund.

Indemnification by the General Partner. The General Partner shall indemnify and hold harmless each Limited Partner from and against all costs incurred and damages suffered by such Limited Partner as a result of a loss of limited liability, other than a loss of limited liability caused by any act or omission of such Limited Partner. The General Partner shall indemnify and hold harmless the Partnership from and against all costs incurred and damages suffered by the Partnership as a result of negligence or misconduct by the General Partner or as the result of any act or omission by the General Partner not believed by it in good faith to be within the scope of the authority conferred on it by this Agreement.

Indemnification by the General Partner. (i) Subject to Section 7(t) of this Agreement, the General Partner hereby indemnifies and agrees to defend and hold harmless Buyer and its partners and subsidiaries and any officer, director, employee, agent of any of them, and their respective successors and assigns from and against any and all claims, expenses, costs, damages, losses and liabilities (including reasonable attorneys' fees) which may at any time be asserted against or suffered by, any indemnitee, the Partnership or the Property, or any part thereof, whether before or after the Closing Date, as a result of, on account of or arising from any breach of any representation or warranty made by the General Partner under Section 7 of this Agreement or any breach of any covenant or agreement made by the General Partner under this Agreement. Any indemnification of Buyer or the Partnership or other indemnitee under this Section 15(b)(i) shall survive Closing without limitation (other than indemnification for breach of representations or warranties which are subject to a limited survival period described in Section 7 of this Agreement, in which case such indemnification obligation shall cease and expire with respect to any claim not raised by Buyer, by written notice to Sellers, within such limited survival period). (ii) Subject to Section 7(t) of this Agreement, the General Partner hereby indemnifies and agrees to defend and hold harmless the Partnership, Buyer and its partners and subsidiaries and any officer, director, employee, agent of any of them, and their respective successors and assigns from and against any and all claims, expenses, costs, damages, losses and liabilities (including reasonable attorneys' fees) which may at any time be asserted against or suffered by any indemnitee, the Partnership or the Property, or any part thereof, whether before or after the First Closing Date, as a result of, on account of or arising from any claim relating to or arising out of any contract, agreement or other obligation to which the Partnership was a party or any claim relating to any encumbrance or other occurrence prior to the First Closing Date (other than obligations under the Mellon Loan accruing after the First Closing Date, obligations accruing after the First Closing Date under the Leases and Service Contracts, items adjusted as of the First Closing Date under Section 13 above, and other obligations, claims or agreements expressly assumed by Buyer in writing), provided (and solely to the extent) ...

Indemnification by the General Partner. The General Partner agrees to indemnify each of DDRC, PIC, PREI and the PREI Investors against, and agrees to hold harmless each of DDRC, PIC, PREI and the PREI Investors from, any and all Losses incurred or suffered by any of DDRC, PIC, PREI or any PREI Investor relating to or arising out of or in connection with any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by the General Partner in this Agreement; PROVIDED that notice of their claim shall have been given to the General Partner not later than the close of business on the third anniversary of the Closing Date; and (b) any breach of or failure by the General Partner to perform any covenant or obligation of the General Partner set out or contemplated in this Agreement; PROVIDED that a notice of their claim shall have been given to the General Partner prior to the expiration of the statute of limitations with respect to claims of the nature of the claim being asserted by any of DDRC, PIC, PREI or any PREI Investor.

Indemnification by the General Partner. The General Partner will, and hereby does indemnify and hold harmless, with respect to any registration statement filed by it, to the full extent permitted by law, each Holder which is a seller of Qualified Registrable Securities covered by such registration statement, its officers, directors, employees, agents and general or limited partners (and the directors, officers, employees and agents thereof) and each