By the Partners. If the Partnership is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any Partner’s (or assignee’s) actions unrelated to the Partnership’s business, the Partner (or assignees, cumulatively) shall indemnify and reimburse the Partnership for all loss and expense incurred, including reasonable attorney’s fees. In addition, if the Partnership is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Partner’ status or otherwise specifically attributable to a Partner (including, without limitation, federal withholding taxes with respect to foreign partners, state personal property taxes, state unincorporated business taxes, etc.), then such Partner shall indemnify the Partnership in full for the entire amount paid (including without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of such Partner, and, at the option of the General Partner, either: (i) promptly upon notification of an obligation to indemnify the Partnership, such Partner shall make a cash payment to the Partnership equal to the full amount to be indemnified (and the amount paid shall be added to the Partner’s Capital Account), or (ii) the Partnership shall reduce subsequent distributions which would otherwise be made to the Partners, until the Partnership has recovered the amount to be indemnified, or (iii) the Partnership shall redeem sufficient Interests held by such Partner and retain the proceeds for its benefit up to the amount needed for the Partnership to recover the amount to be indemnified.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Altegris Winton Futures Fund, L.P.), Agreement of Limited Partnership (APM - QIM Futures Fund, L.P.), Limited Partnership Agreement (APM - Eckhardt Futures Fund, L.P.)
By the Partners. If the Partnership is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any Partner’s (or assignee’s) actions unrelated to the Partnership’s business, the Partner (or assignees, cumulatively) shall indemnify and reimburse the Partnership for all loss and expense incurred, including reasonable attorney’s fees. In addition, if the Partnership is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Partner’ status or otherwise specifically attributable to a Partner (including, without limitation, federal withholding taxes with respect to foreign partners, state personal property taxes, state unincorporated business taxes, etc.), then such Partner shall indemnify the Partnership in full for the entire amount paid (including without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of such Partner, and, at the option of the General Partner, either:
(i) promptly upon notification of an obligation to indemnify the Partnership, such Partner shall make a cash payment to the Partnership equal to the full amount to be indemnified (and the amount paid shall be added to the Partner’s Capital Account), or
(ii) the Partnership shall reduce subsequent distributions which would otherwise be made to the Partners, until the Partnership has recovered the amount to be indemnified, or
(iii) the Partnership shall redeem sufficient Interests held by such Partner and retain the proceeds for its benefit up to the amount needed for the Partnership to recover the amount to be indemnified.. wxxxxx futures fund, l.p. (us) EXHIBIT A-11
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Winton Futures Fund Lp (Us)), Agreement of Limited Partnership (Winton Futures Fund Lp (Us))
By the Partners. If the Partnership is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any Partner’s (or assignee’s) actions unrelated to the Partnership’s business, the Partner (or assignees, cumulatively) shall indemnify and reimburse the Partnership for all loss and expense incurred, including reasonable attorney’s fees. In addition, if the Partnership is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Partner’ status or otherwise specifically attributable to a Partner (including, without limitation, federal withholding taxes with respect to foreign partners, state personal property taxes, state unincorporated business taxes, etc.), then such Partner shall indemnify the Partnership in full for the entire amount paid (including without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of such Partner, and, at the option of the General Partner, either:
(i) promptly upon notification of an obligation to indemnify the Partnership, such Partner shall make a cash payment to the Partnership equal to the full amount to be indemnified (and the amount paid shall be added to the Partner’s Capital Account), or
(ii) the Partnership shall reduce subsequent distributions which would otherwise be made to the Partners, until the Partnership has recovered the amount to be indemnified, oror APM - QIM Futures Fund, L.P. EXHIBIT A - 13
(iii) the Partnership shall redeem sufficient Interests held by such Partner and retain the proceeds for its benefit up to the amount needed for the Partnership to recover the amount to be indemnified.
Appears in 1 contract
Samples: Limited Partnership Agreement (APM - QIM Futures Fund, L.P.)
By the Partners. If the Partnership is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any Partner’s (or assignee’s) actions unrelated to the Partnership’s business, the Partner (or assignees, cumulatively) shall indemnify and reimburse the Partnership for all loss and expense incurred, including reasonable attorney’s fees. In addition, if the Partnership is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Partner’ status or otherwise specifically attributable to a Partner (including, without limitation, federal withholding taxes with respect to foreign partners, state personal property taxes, state unincorporated business taxes, etc.), then such Partner shall indemnify the Partnership in full for the entire amount paid (including without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of such Partner, and, at the option of the General Partner, either:
(i) promptly upon notification of an obligation to indemnify the Partnership, such Partner shall make a cash payment to the Partnership equal to the full amount to be indemnified (and the amount paid shall be added to the Partner’s Capital Account), or
(ii) the Partnership shall reduce subsequent distributions which would otherwise be made to the Partners, until the Partnership has recovered the amount to be indemnified, or
(iii) the Partnership shall redeem sufficient Interests held by such Partner and retain the proceeds for its benefit up to the amount needed for the Partnership to recover the amount to be indemnified.. ALTEGRIS XXXXXX FUTURES FUND, L.P.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Winton Futures Fund Lp (Us))
By the Partners. If the Partnership is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any Partner’s (or assignee’s) actions unrelated to the Partnership’s business, the Partner (or assignees, cumulatively) shall indemnify and reimburse the Partnership for all loss and expense incurred, including reasonable attorney’s fees. In addition, if the Partnership is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Partner’ status or otherwise specifically attributable to a Partner (including, without limitation, federal withholding taxes with respect to foreign partners, state personal property taxes, state unincorporated business taxes, etc.), then such Partner shall indemnify the Partnership in full for the entire amount paid (including without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Capital Account of such Partner, and, at the option of the General Partner, either:: Altegris QIM Futures Fund, L.P. exhibit a - 13
(i) promptly upon notification of an obligation to indemnify the Partnership, such Partner shall make a cash payment to the Partnership equal to the full amount to be indemnified (and the amount paid shall be added to the Partner’s Capital Account), or
(ii) the Partnership shall reduce subsequent distributions which would otherwise be made to the Partners, until the Partnership has recovered the amount to be indemnified, or
(iii) the Partnership shall redeem sufficient Interests held by such Partner and retain the proceeds for its benefit up to the amount needed for the Partnership to recover the amount to be indemnified.
Appears in 1 contract
Samples: Limited Partnership Agreement (Altegris QIM Futures Fund, L.P.)