Indemnification of General Partners Clause Samples

Indemnification of General Partners. (A) The General Partners and the directors, officers and employees of a General Partner (individually, an “Indemnitee”), shall each, to the extent permitted by law, be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint and several, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all threatened, pending or completed claims, costs, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be a party, or threatened to be made a party by reason of its status as a General Partner or a director, officer or employee of a General Partner or its management of the affairs of the Partnership, or which relate to the Partnership, its property, business or affairs, whether or not the Indemnitee continues to be a General Partner or a director, officer or employee of a General Partner at the time any such liability or expense is paid or incurred, if the Indemnitee acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership, and, with respect to any criminal proceeding, had no reasonable cause to believe and did not believe its conduct was unlawful, provided that the Indemnitee’s conduct does not constitute gross negligence or willful or wanton misconduct. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Partnership or a presumption that the Indemnitee had reasonable cause to believe that its conduct was unlawful. or that the Indemnitee’s conduct constituted gross negligence or willful or wanton misconduct. (B) Expenses (including legal fees and expenses) incurred in defending any proceeding shall be paid by the Partnership in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that the Indemnitee is not entitled to be indemnified by the Partnership as authorized hereunder. (C) The indemnification provided by this Section 3.7 shall be in addition to any other rights to which those ...

Indemnification of General Partners. Each General Partner shall each be indemnified by the Partnership, but solely out of the assets of the Partnership and not from the assets of the Limited Partners, and only under the following circumstances and in the manner and to the extent indicated: 8.7.1. In any threatened, pending or completed action, suit or proceeding to which the General Partner(s) was or is a party or is threatened to be made a party by reason of the fact that he is or was a Gen­eral Partner or Tax Matters Partner of the Partnership (other than an action by or in behalf of the Partnership), involving an alleged cause of action for dam­ages arising from any activities of the Partnership, including the operation of the Partnership or other activities relative to management and disposition of the properties or income from such properties or acts and decisions of the Tax Matters Partner, the Partner­ship shall indemnify the General Partner(s) against expenses, including attorneys’ fees, judgments and amounts paid in settlement actually and reasonably incurred by the General Partner(s) in connection with such action, suit or proceeding if the General Partner(s) acted in good faith and in a manner the General Partner(s) reasonably believed to be in or not opposed to the best interests of the Partnership; and provided, that the conduct of the General Partner(s) does not constitute gross negligence, willful or wanton misconduct, or a breach of the fiduciary obligations of the General Partner(s) to the Limited Partners. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that the General Partner(s) did not act in good faith and in a manner which the General Partner(s) reasonably believed to be in or not opposed to the best interests of the Partnership. 8.7.2. In any threatened, pending or completed action or suit by or in behalf of the Partnership, to which a General Partner(s) was or is a party or is threatened to be made a party, involving an alleged cause of action by a Limited Partner, Limited Part­ners, or any holder or holders of interests in the Partnership for damages arising from the activities of the General Partner(s) in the performance of the General Partner’s management of the internal affairs of the Partnership as prescribed by this Partnership Agree­ment or by law, or both, or arising from activities as the Tax Matters Partner in connection with the per­formance of duties as the Tax Matters Partner; t...

Indemnification of General Partners. The Managing General Partner need not secure the performance of its duties by bond or otherwise. A General Partner is not liable, responsible,

Indemnification of General Partners. (a) The Partnership, its receiver, or its trustee shall indemnify, save harmless, and pay all judgments and claims against any General Partner relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such General Partner in connection with the business of the Partnership, including attorneys’ fees incurred by such General Partner in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred. (b) The Partnership shall indemnify, save harmless, and pay all expenses, costs, or liabilities of any General Partner who for the benefit of the Partnership makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who suffers any financial loss as the result of such action. (c) Notwithstanding the provisions of Subsections 5.5(a) and 5.5(b) above, no General Partner shall be indemnified from any liability for fraud, bad faith, willful misconduct, or gross negligence.

Indemnification of General Partners. The Partnership shall ----------------------------------- indemnify the General Partners and each trustee, director, officer, employee and agent of the General Partners (collectively, the "Indemnified Parties"), to the fullest extent permitted by law, and save and hold such Indemnified Parties harmless from, and in respect of, (a) all Losses incurred in connection with or resulting from any claim, action, proceeding or demand against the Indemnified Parties or the Partnership that arise out of or in any way relate to the Partnership, its properties, business or affairs, and (b) any Losses resulting from such claims, actions, proceedings and demands, including amounts paid in settlement or compromise of any such claim, action, proceeding or demand; provided, however, that no Indemnified Party shall be entitled to indemnification hereunder if and to the extent any Losses arise as a result of such Indemnified Party's bad faith, willful misconduct, fraud, or gross negligence. The termination of any action, suit, or proceeding by judgment, order, settlement or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that an Indemnified Party acted with bad faith, willful misconduct, fraud or gross negligence.

Indemnification of General Partners. (a) The General Partners shall be indemnified and held harmless, absolutely, unconditionally and irrevocably, by the Partnership from and against any and all claims, demands, liabilities, costs, damages and causes of action, of any nature whatsoever, arising out of or incidental to the General Partners' management of the Project and/or the Partnership affairs, except where the claim at issue is based upon the fraud, gross negligence or willful misconduct of the applicable General Partner. (b) The indemnification authorized by this Section 9.14 shall include, but not be limited to, payment of (i) reasonable attorneys' fees or other expenses incurred in connection with settlement or in any finally-adjudicated legal proceeding, and (ii) the removal of any liens affecting any property of the indemnitee. (c) The indemnification rights contained in this Section 9.14 shall be cumulative of, and in addition to, any and all rights, remedies and recourses to which a General Partner shall be entitled, whether pursuant to the provisions of this Agreement, at law or in equity. (d) The rights and obligations hereunder with respect to indemnification shall survive an event of withdrawal of a General Partner.

Indemnification of General Partners. The Surviving Partnership shall indemnify Bruc▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ Jose▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇ respect of, and hold such individuals harmless against, any and all Indemnified Costs incurred by either or both of them in connection with any claim, demand, action, suit, proceeding or investigation relating to Benchmark and its subsidiaries (or any actions such individuals may have taken in their capacities as General Partners) and arising out of or pertaining to matters (including liabilities of Benchmark and its subsidiaries) existing or occurring at, prior to or after the Effective Time to the extent such individuals would be entitled to indemnification under the Existing Partnership Agreement or the Existing Fund Partnership Agreements had such agreements been in effect at such time; provided, however, that the Surviving Partnership and Funds shall have no obligation to indemnify such individuals with respect to, and Bruc▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ Jose▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇eby waive any rights to, indemnification with respect to (A) matters set forth in Section 10.1(h) or (B) the allocation of (1) any prior property or cash distributions or the Fund I Consideration among Fund I Limited Partners, (2) any prior property or cash distributions or the Fund IV Consideration among Fund IV Limited Partners, (3) any prior property or cash distributions or the Fund VII Consideration among Fund VII Limited Partners, (4) any prior property or cash distributions or the Fund VIII Consideration among Fund VIII Limited Partners or (5) any prior property or cash distributions or the Benchmark Consideration among the General Partners and the Limited Partners. For purposes of the foregoing sentence, allocation shall include the calculation and disposition of Holdback Funds (to the extent such Holdback Funds are distributed in accordance with instructions from Partner Representatives). Nothing in this Section 10.1(k) shall limit the Surviving Partnership from seeking recourse from the applicable Post-Closing Escrow Deposits in accordance with the terms of this Agreement for any indemnification obligations it may incur pursuant to this Section 10.1(k). The procedures relating to the defense of third party claims set forth in Section 10.1(d) and direct claims in Section 10.1(e) are incorporated into this Section 10.1(k) by reference and, for purposes of the implementation of such procedures, Bruc▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ Jose▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ll be considered the "Indemnified Party" and the Surviving Partn...

Indemnification of General Partners. The partnership shall indemnify each General Partner against expenses, including reasonable attorneys' fees, actually and reasonably incurred by the General Partner in connection with any claim relating to the General Partner's acting or failing to act in such capacity if the General Partner acted in good faith and in a manner the General Partner reasonably believed to be in or not opposed to the best interests of the partnership, except that no indemnification shall be made in respect of any claim as to which the General Partner shall have been adjudged to be liable for fraudulent conduct or willful or wanton misconduct in the performance of the General Partner's duty to the partnership.

Indemnification of General Partners. The General Partners or any officers or directors of the General Partners (collectively, "Indemnitees") shall have no liability to any Partner or the Partnership for, and the Partnership agrees to indemnify each Indemnitee to the fullest extent permitted by law from and against, any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Partnership. However, each Indemnitee shall be liable, responsible, and accountable, and the Partnership shall not be liable to any Indemnitee, for any portion of such losses, judgments, liabilities and expenses that results from any Indemnitee's willful misconduct, or fraud, as finally determined by a court of competent jurisdiction. If any action, suit or proceeding shall be pending against the Partnership or an Indemnitee in connection with the Partnership, such Indemnitee shall have the right to employ separate counsel of its choice in such action, suit or proceeding. The reasonable fees and expenses of such separate counsel shall constitute expenses for the purposes of the indemnification provided by this Section 6.11. The satisfaction of the obligations of the Partnership under this Section 6.11 shall be from and limited to the assets of the Partnership, and no other Partner shall have any personal liability on account thereof. Each Indemnitee shall have the right to receive advances from the Partnership for all legal expenses and other costs incurred as a result of a legal action and for all amounts for which such Indemnitee believes in good faith that such Indemnitee is entitled to indemnification under this Section 6.11, but only if (i) the legal action relates to the performance of duties or services by such Indemnitee on behalf of the Partnership; and (ii) such Indemnitee undertakes to repay the advanced funds to the Partnership in the circumstances and the manner set out below. The Partnership shall make such advances (for which the Partnership is liable as determined above) within 30 days after a request for such advance is received. In the event that a determination is made that the Partnership is not so obligated in respect of any advance made by it, such Indemnitee will within 30 days of such determination repay the advanced funds to the Partnership with interest from the date of payment until the date of repayment of such amount and in the event that a determination is made 18 that the Partnership is so obligated in respect of a...