fied Party's prior written consent (which will not be unreasonably withheld) unless the claim involves only the payment of money damages, and (iv) the Indemnified Party (at its cost) may participate in the defense and settlement of the claim. Insurance. Until the first anniversary of the Completion Date (as herein

h of any employee, broker or other agent of any Indemnified Party provided that such employee, broker or agent was selected, engaged or retained by the Indemnified Party with reasonable care. The Partnership shall, in the sole discretion of the General Partner, advance to any Indemnified Party reasonable attorney's f

graph shall be paid by the Partnership in advance of the final disposition of such claim or proceeding (regardless of whether the claim asserts that the Indemnified Party is not entitled to such indemnification pursuant to clause (ii) of the proviso of the preceding sentence); provided, the Indemnified Party undertak

raph shall be paid by the Partnership in advance of the final disposition of such claim or proceeding (regardless of whether the claim asserts that the Indemnified Party is not entitled to such indemnification pursuant to clause (ii) of the proviso of the preceding sentence); provided, the Indemnified Party undertake

alleged acts or omissions, of any broker or agent of any Indemnified Party, provided that such broker or agent was selected, engaged or retained by the Indemnified Party in accordance with the standard above. The Partnership shall, in the sole discretion of the General Partner, advance to any Indemnified Party reaso

the Indemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to the Indemnified Party and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be select