Common use of ACTION INVOLVING GENERAL PARTNER Clause in Contracts

ACTION INVOLVING GENERAL PARTNER. Except as provided in Section 8.5 of this Agreement, in any threatened, pending or completed action, lawsuit or proceeding to which the General Partner (including employees, Affiliates, officers or directors of the General Partner) was or is a party or is threatened to be made 23 24 a party by reason of the fact that it is or was the General Partner (other than an action by or in the right of the Partnership), the Partnership shall indemnify the General Partner (including employees, Affiliates, officers or directors of the General Partner) against all costs and expenses, including attorneys' fees, costs of investigation, fines, judgments and amounts paid in settlement, actually and reasonably incurred by the General Partner (or such employee, Affiliates, officer or director) in connection with such action, lawsuit or proceeding if the General Partner (or such employee, Affiliates, officer or director) acted in good faith in a manner it reasonably believed to be in or not opposed to the best interests of the Partnership; provided, however, that the General Partner's conduct does not constitute negligence, misconduct, or a breach of fiduciary obligation to the Limited Partners and, in the case of a criminal proceeding, the General Partner had no reasonable cause to believe the General Partner's conduct was unlawful. The termination of any action, lawsuit or 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 General Partner (or such employee, Affiliate, officer or director) did not act in good faith and in a manner which the General Partner reasonably believed to be in or not opposed to the best interests of the Partnership or that the General Partner had reasonable cause to believe that the General Partner's conduct was unlawful. The General Partner (and the employees, Affiliates, officers or directors of the General Partner) shall not be indemnified by the Partnership with respect to any expense relating to any claim, issue or matter as to which such General Partner (or employee, Affiliate, officer or director of the General Partner) shall have been adjudged to be liable for negligence or misconduct. 14.3

ACTION INVOLVING GENERAL PARTNER. Except as provided in Section 8.5 of this Agreement, in any threatened, pending or completed action, lawsuit or proceeding to which the General Partner (including employees, Affiliates, officers or directors of the General Partner) was or is a party or is threatened to be made 23 24 a party by reason of the fact that it is or was the General Partner (other than an action by or in the right of the Partnership), the Partnership shall indemnify the General Partner (including employees, Affiliates, officers or directors of the General Partner) against all costs and expenses, including attorneys' fees, costs of investigation, fines, judgments and amounts paid in settlement, actually and reasonably incurred by the General Partner (or such employee, Affiliates, officer or director) in connection with such action, lawsuit or proceeding if the General Partner (or such employee, Affiliates, officer or director) acted in good faith in a manner it reasonably believed to be in or not opposed to the best interests of the Partnership; provided, however, that the General Partner's conduct does not constitute negligence, misconduct, or a breach of fiduciary obligation to the Limited Partners and, in the case of a criminal proceeding, the General Partner had no reasonable cause to believe the General Partner's conduct was unlawful. The termination of any action, lawsuit or 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 General Partner (or such employee, Affiliate, officer or director) did not act in good faith and in a manner which the General Partner reasonably believed to be in or not opposed to the best interests of the Partnership or that the General Partner had reasonable cause 22 23 to believe that the General Partner's conduct was unlawful. The General Partner (and the employees, Affiliates, officers or directors of the General Partner) shall not be indemnified by the Partnership with respect to any expense relating to any claim, issue or matter as to which such General Partner (or employee, Affiliate, officer or director of the General Partner) shall have been adjudged to be liable for negligence or misconduct. 14.3

ACTION INVOLVING GENERAL PARTNER. Except as provided in Section 8.5 of this Agreement, in any threatened, pending or completed action, lawsuit or proceeding to which the General Partner (including employees, Affiliates, officers or directors of the General Partner) was or is a party or is threatened to be made 23 24 a party by reason of the fact that it is or was the General Partner (other than an action by or in the right of the Partnership), the Partnership shall indemnify the General Partner (including employees, Affiliates, officers or directors of the General Partner) against all costs and expenses, including attorneys' fees, costs of investigation, fines, judgments and amounts paid in settlement, actually and reasonably incurred by the General Partner (or such employee, Affiliates, officer or director) in connection with such action, lawsuit or proceeding if the General Partner (or such employee, Affiliates, officer or director) acted in good faith in a manner it reasonably believed to be in or not opposed to the best interests of the Partnership; provided, that however, that the General Partner's conduct does not constitute negligence, misconduct, or a breach of fiduciary obligation to the Limited Partners and, in the case of a criminal proceeding, the General Partner had no reasonable cause to believe the General Partner's its conduct was unlawful. The termination of any action, lawsuit or 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 General Partner (or such employee, Affiliate, officer or director) did not act in good faith and in a manner which the General Partner reasonably believed to be in or not opposed to the best interests of the Partnership or that the General Partner had reasonable cause to believe that the General Partner's its conduct was unlawful. The General Partner (and the employees, Affiliates, officers or directors of the General Partner) shall not be indemnified by the Partnership with respect to any expense relating to any claim, issue or matter as to which such General Partner (or employee, Affiliate, officer or director of the General Partner) shall have been adjudged to be liable for negligence or misconduct. 14.3

ACTION INVOLVING GENERAL PARTNER. Except as provided in Section 8.5 of this Agreement, in any threatened, pending or completed action, lawsuit or proceeding to which the General Partner (including employees, Affiliates, officers or directors of the General Partner) was or is a party or is threatened to be made 23 24 a party by reason of the fact that it is or was the General Partner (other than an action by or in the right of the Partnership), the Partnership shall indemnify the General Partner (including employees, Affiliates, officers or directors of the General Partner) against all costs and expenses, including attorneys' fees, costs of investigation, fines, judgments and amounts paid in settlement, actually and reasonably incurred by the General Partner (or such employee, Affiliates, officer or director) in connection with such action, lawsuit or proceeding if the General Partner (or such employee, Affiliates, officer or director) acted in good faith in a manner it reasonably believed to be in or not opposed to the best interests of the Partnership; provided, that however, that the General Partner's conduct does not constitute negligence, misconduct, or a breach of fiduciary obligation to the Limited Partners and, in the case of a criminal proceeding, the General Partner had no reasonable cause to believe the General Partner's its conduct was unlawful. The termination of any action, lawsuit or 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 General Partner (or such employee, Affiliate, officer or director) did not act in good faith and in a manner which the General Partner reasonably believed to be in or not opposed to the best interests of the Partnership or that the General Partner had reasonable cause to believe that the General Partner's its conduct was unlawful. The General Partner (and the employees, Affiliates, officers or directors of the General Partner) shall not be indemnified by the Partnership with respect to any expense relating to any claim, issue or matter as to which such General Partner (or employee, Affiliate, officer or director of the General Partner) shall have been adjudged to be liable for negligence or misconduct. 22 23 14.3

ACTION INVOLVING GENERAL PARTNER. Except as provided in Section 8.5 of this Agreement, in any threatened, pending or completed action, lawsuit or proceeding to which the General Partner (including employees, Affiliates, officers or directors of the General Partner) was or is a party or is threatened to be made 23 24 a party by reason of the fact that it is or was the General Partner (other than an action by or in the right of the 22 23 Partnership), the Partnership shall indemnify the General Partner (including employees, Affiliates, officers or directors of the General Partner) against all costs and expenses, including attorneys' fees, costs of investigation, fines, judgments and amounts paid in settlement, actually and reasonably incurred by the General Partner (or such employee, Affiliates, officer or director) in connection with such action, lawsuit or proceeding if the General Partner (or such employee, Affiliates, officer or director) acted in good faith in a manner it reasonably believed to be in or not opposed to the best interests of the Partnership; provided, however, provided that the General Partner's its conduct does not constitute negligence, misconduct, or a breach of fiduciary obligation to the Limited Partners and, in the case of a criminal proceeding, the General Partner had no reasonable cause to believe the General Partner's its conduct was unlawful. The termination of any action, lawsuit or 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 General Partner (or such employee, Affiliate, officer or director) did not act in good faith and in a manner which the General Partner it reasonably believed to be in or not opposed to the best interests of the Partnership or that the General Partner it had reasonable cause to believe that the General Partner's its conduct was unlawful. The General Partner (and the employees, Affiliates, officers or directors of the General Partner) shall not be indemnified by the Partnership with respect to any expense relating to any claim, issue or matter as to which such General Partner (or employee, Affiliate, officer or director of the General Partner) shall have been adjudged to be liable for negligence or misconduct. 14.3