OR IN ANY WAY
RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY THE PARTNERSHIP OF THE PROCEEDS OF
THE SALE OF THE UNITS, (II) THE BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES
OR COVENANTS OF THE PARTNERSHIP CONTAINED HEREIN OR (III) IN CONNECTION WITH ANY
PAYMENT TO THE ESCROW AGENT PURSUANT TO SECTION 5(B) OF THE ESCROW AGREEMENT;
PROVIDED THAT SUCH CLAIM FOR INDEMNIFICATION RELATING TO A BREACH OF A
REPRESENTATION OR WARRANTY IS MADE PRIOR TO THE EXPIRATION OF SUCH
REPRESENTATION OR WARRANTY;
20
PROVIDED FURTHER, THAT NO PURCHASER RELATED PARTY SHALL BE ENTITLED TO RECOVER
SPECIAL, CONSEQUENTIAL (INCLUDING LOST PROFITS OR DIMINUTION IN VALUE) OR
PUNITIVE DAMAGES.
SECTION 8.2
INDEMNIFICATION BY PURCHASERS. EACH PURCHASER
AGREES, SEVERALLY AND NOT JOINTLY, TO INDEMNIFY THE PARTNERSHIP AND ITS
REPRESENTATIVES (COLLECTIVELY, THE "PARTNERSHIP RELATED PARTIES") FROM, AND HOLD
EACH OF THEM HARMLESS AGAINST, ANY AND ALL ACTIONS, SUITS, PROCEEDINGS
(INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES), DEMANDS AND CAUSES OF
ACTION, AND, IN CONNECTION THEREWITH, AND PROMPTLY UPON DEMAND, PAY AND
REIMBURSE EACH OF THEM FOR ALL COSTS, LOSSES, LIABILITIES, DAMAGES OR EXPENSES
OF ANY KIND OR NATURE WHATSOEVER, INCLUDING THE REASONABLE FEES AND
DISBURSEMENTS OF COUNSEL AND ALL OTHER REASONABLE EXPENSES INCURRED IN
CONNECTION WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH MATTER
THAT MAY BE INCURRED BY THEM OR ASSERTED AGAINST OR INVOLVE ANY OF THEM AS A
RESULT OF, ARISING OUT OF OR IN ANY WAY RELATED TO THE BREACH OF ANY OF THE
COVENANTS OF SUCH PURCHASER CONTAINED HEREIN; PROVIDED FURTHER, THAT NO
PARTNERSHIP RELATED PARTY SHALL BE ENTITLED TO RECOVER SPECIAL, CONSEQUENTIAL
(INCLUDING LOST PROFITS OR DIMINUTION IN VALUE) OR PUNITIVE DAMAGES.
SECTION 8.3
INDEMNIFICATION PROCEDURE. PROMPTLY AFTER ANY THE
PARTNERSHIP RELATED PARTY OR PURCHASER RELATED PARTY (HEREINAFTER, THE
"INDEMNIFIED PARTY") HAS RECEIVED NOTICE OF ANY INDEMNIFIABLE CLAIM HEREUNDER,
OR THE COMMENCEMENT OF ANY ACTION OR PROCEEDING BY A THIRD PARTY, WHICH THE
INDEMNIFIED PARTY BELIEVES IN GOOD FAITH IS AN INDEMNIFIABLE CLAIM UNDER THIS
AGREEMENT, THE INDEMNIFIED PARTY SHALL GIVE THE INDEMNITOR HEREUNDER (THE
"INDEMNIFYING PARTY") WRITTEN NOTICE OF SUCH CLAIM OR THE COMMENCEMENT OF SUCH
ACTION OR PROCEEDING, BUT FAILURE TO SO NOTIFY THE INDEMNIFYING PARTY WILL NOT
RELIEVE THE INDEMNIFYING PARTY FROM ANY LIABILITY IT MAY HAVE TO SUCH
INDEMNIFIED PARTY HEREUNDER EXCEPT TO THE EXTENT THAT THE INDEMNIFYING PARTY IS
MATERIALLY PREJUDICED BY SUCH FAILURE. SUCH NOTICE SHALL STATE THE NATURE AND
THE BASIS OF SUCH CLAIM TO THE EXTENT THEN KNOWN. THE INDEMNIFYING PARTY SHALL
HAVE THE RIGHT TO DEFEND AND SETTLE, AT ITS OWN EXPENSE AND BY ITS OWN COUNSEL
WHO SHALL BE REASONABLY ACCEPTABLE TO THE INDEMNIFIED PARTY, ANY SUCH MATTER AS
LONG AS THE INDEMNIFYING PARTY PURSUES THE SAME DILIGENTLY AND IN GOOD FAITH. IF
THE INDEMNIFYING PARTY UNDERTAKES TO DEFEND OR SETTLE, IT SHALL PROMPTLY NOTIFY
THE INDEMNIFIED PARTY OF ITS INTENTION TO DO SO, AND THE INDEMNIFIED PARTY SHALL
COOPERATE WITH THE INDEMNIFYING PARTY AND ITS COUNSEL IN ALL COMMERCIALLY
REASONABLE RESPECTS IN THE DEFENSE