BY REASON OF OR
RESULTING FROM ANY BREACH BY SELLER OF (I) SELLER'S REPRESENTATIONS AND
WARRANTIES CONTAINED IN ARTICLE III OR (II) SELLER'S COVENANTS CONTAINED IN THIS
AGREEMENT.
SECTION 9.3.
INDEMNIFICATION BY BUYER.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS ARTICLE IX, BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS
SELLER FROM AND AGAINST ANY AND ALL DAMAGES, ASSERTED AGAINST, RESULTING TO,
IMPOSED UPON, OR INCURRED BY SELLER, DIRECTLY OR INDIRECTLY, BY REASON OF OR
RESULTING FROM (I) ANY BREACH BY BUYER OF ITS REPRESENTATIONS, WARRANTIES AND
COVENANTS CONTAINED IN THIS AGREEMENT, (II) THE ASSUMED OBLIGATIONS OR (III) THE
PARTNERSHIP AND ITS OWNERSHIP AND OPERATION OF ITS PROPERTIES AND OTHER ASSETS.
SECTION 9.4.
INDEMNIFICATION PROCEEDINGS.
IN THE EVENT THAT ANY
CLAIM OR DEMAND FOR WHICH A PARTY (AN "INDEMNIFYING PARTY"), WOULD BE LIABLE TO
THE ANOTHER PARTY UNDER SECTION 9.2 OR SECTION 9.3 (AN "INDEMNIFIED PARTY") IS
ASSERTED AGAINST OR SOUGHT TO BE COLLECTED FROM AN INDEMNIFIED PARTY BY A THIRD
PARTY, THE INDEMNIFIED PARTY SHALL WITH REASONABLE PROMPTNESS NOTIFY THE
INDEMNIFYING PARTY OF SUCH CLAIM OR DEMAND, BUT THE FAILURE SO TO NOTIFY THE
INDEMNIFYING PARTY SHALL NOT RELIEVE THE INDEMNIFYING PARTY OF ITS OBLIGATIONS
UNDER THIS ARTICLE IX, EXCEPT TO THE EXTENT THE INDEMNIFYING PARTY DEMONSTRATES
THAT THE DEFENSE OF SUCH CLAIM OR DEMAND IS MATERIALLY PREJUDICED THEREBY.
THE
INDEMNIFYING PARTY SHALL HAVE 30 DAYS FROM RECEIPT OF THE ABOVE NOTICE FROM THE
INDEMNIFIED PARTY (IN THIS SECTION 9.4, THE "NOTICE PERIOD") TO NOTIFY THE
INDEMNIFIED PARTY WHETHER OR NOT THE INDEMNIFYING PARTY DESIRES, AT THE
INDEMNIFYING PARTY'S SOLE COST AND EXPENSE, TO DEFEND THE INDEMNIFIED PARTY
AGAINST SUCH CLAIM OR DEMAND; PROVIDED, THAT THE INDEMNIFIED PARTY IS HEREBY
AUTHORIZED PRIOR TO AND DURING THE NOTICE PERIOD TO FILE ANY MOTION, ANSWER OR
OTHER PLEADING THAT IT SHALL DEEM NECESSARY OR APPROPRIATE TO PROTECT ITS
INTERESTS OR THOSE OF THE INDEMNIFYING PARTY AND NOT PREJUDICIAL TO THE
INDEMNIFYING PARTY.
IF THE INDEMNIFYING PARTY ELECTS TO ASSUME THE DEFENSE OF
ANY SUCH CLAIM OR DEMAND, THE INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO EMPLOY
SEPARATE COUNSEL AT ITS OWN EXPENSE AND TO PARTICIPATE IN THE DEFENSE THEREOF.
IF THE INDEMNIFYING PARTY ELECTS NOT TO ASSUME THE DEFENSE OF SUCH CLAIM OR
DEMAND (OR FAILS TO GIVE NOTICE TO THE INDEMNIFIED PARTY DURING THE NOTICE
PERIOD), THE INDEMNIFIED PARTY SHALL BE ENTITLED TO ASSUME THE DEFENSE OF SUCH
CLAIM OR DEMAND WITH COUNSEL OF ITS OWN CHOICE, AT THE EXPENSE OF THE
INDEMNIFYING PARTY.
IF THE CLAIM OR DEMAND IS ASSERTED AGAINST BOTH THE
INDEMNIFYING PARTY AND THE INDEMNIFIED PARTY AND BASED ON THE ADVICE OF COUNSEL
REASONABLY SATISFACTORY TO THE INDEMNIFYING PARTY IT IS DETERMINED THAT THERE IS
A CONFLICT OF INTEREST WHICH RENDERS IT INAPPROPRIATE FOR THE SAME COUNSEL TO
REPRESENT BOTH THE INDEMNIFYING PARTY AND THE INDEMNIFIED PARTY, THE
INDEMNIFYING PARTY SHALL BE RESPONSIBLE FOR PAYING SEPARATE COUNSEL FOR THE
INDEMNIFIED PARTY; PROVIDED, HOWEVER, THAT THE INDEMNIFYING PARTY SHALL NOT BE
RESPONSIBLE FOR PAYING FOR MORE THAN