Fill and Sign the 182 Indemnification Provisions Form

-1- 6.18[2] Indemnification Provisions Example 1 (General Partnership Venture):Section 1.01. By the Venture.(a) The Venture shall indemnify, defend, and hold harmless each Venturer (including those who have been, but no longer are, Venturers) and its employees, officers, directors and agents (the "Other Indemnified Persons") from and against all loss, cost, liability and expense which may be imposed upon or reasonably incurred by such Venturer or Other Indemnified Persons, including reasonable attorneys' fees and disbursements and reasonable settlement payments, in connection with any claim, action, suit or proceeding or threat thereof, made or instituted in which such Venturer or Other Indemnified Persons may be involved or be made a party by reason of such Venturer being, or having been in the past, a Venturer, or by reason of any action alleged to have been taken or omitted by such Venturer in such capacity, or by such Other Indemnified Persons acting on behalf of such Venturer or the Venture, if such Venturer or Other Indemnified Person was acting in good faith and with reasonable care in what it (or he) reasonably believed to be its (or his) scope of authority set forth in this Agreement and in the best interests of the Venture. (b) The Venture shall indemnify, defend, and hold harmless each Venturer (including those who have been, but no longer are, Venturers) and the Other Indemnified Persons from and against all loss, cost, liability and expense which may be imposed upon or reasonably incurred by such Venturer or Other Indemnified Persons, including reasonable attorneys' fees and disbursements and reasonable settlement payments, in connection with any claim, action, suit or proceeding or threat thereof, made or instituted in which such Venturer or Other Indemnified Persons may be involved or be made a party because and to the extent that such Venturer or Other Indemnified Persons have guaranteed to a third party the performance of any obligation of the Venture; provided such guarantee was requested by the Venture in accordance with Section ___. (c) Nothing in this Section 1.01 shall be construed to require the Venture to reimburse, defend, indemnify or hold harmless any Venturer, Affiliate, or other Person with respect to any loss, cost, liability or expense in any circumstance in which this Agreement requires a Venturer to reimburse, defend, indemnify or hold harmless any other Venturers or the Venture. Section 1.02. By a Venturer. Each Venturer shall indemnify, defend, and hold harmless the Venture and the other Venturer (including those who have been, but no longer are, Venturers) and its Other Indemnified Persons from and against all loss, cost, liability and expense which may be imposed upon or reasonably incurred by the Venture or the other Venturer or Other Indemnified Persons, including reasonable attorneys' fees and disbursements and reasonable settlement payments, in connection with any claim, action, suit or proceeding or threat thereof, made or instituted in which the Venture, the other Venturer or Other Indemnified Persons may be involved or be made a party by reason of a breach of such Venturer's representations, warranties, or covenants. -2- Section 1.03. Procedure for Defense. Promptly after receipt by a person or entity indemnified under any provision of this Agreement (the "Indemnified Party" of notice of the commencement of any action against the Indemnified Party, such Indemnified Party shall give notice to the person or persons or entity or entities obligated to indemnify the Indemnified Party pursuant to the provisions of this Agreement (the "Indemnifying Party"). The Indemnifying Party shall be entitled to participate in the defense of the action and, to the extent that it may elec t in its discretion by written notice to the Indemnified Party, to assume control of the defense and/or settlement of such action; provided, however, that (i) both the Indemnifying Party and the Indemnified Party must consent and agree to any settlement of any such action, except that if the Indemnifying Party has reached a bona fide settlement agreement with the plaintiff(s) in any such action and the Indemnified Party does not consent to such settlement agreement, such settlement agreement shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party, and (ii) if the defendants in any such action include both the Indemnifying Party and the Indemnified Party and if the Indemnified Party shall have reasonably concluded that there are legal defenses available to it which are in conflict with those available to the Indemnifyi ng Party, then the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and otherwise to participate in the defense of such action on its own behalf, and the fees and disbursements of such separate counsel shall be included in the amount which the Indemnified Party is entitled to recover under the terms and subject to the conditions of this Agreement.