Common use of Exculpations; Indemnities Clause in Contracts

Exculpations; Indemnities. (A) NEITHER THE PARTNERS, THE TAX MATTERS PARTNER, THEIR AFFILIATES NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES OR AGENTS (INDIVIDUALLY A "COVERED PERSON") SHALL BE LIABLE TO THE PARTNERSHIP, ANY PARTNER, OR ANY OTHER PERSON FOR ANY ACT OR OMISSION TAKEN OR SUFFERED BY SUCH COVERED PERSON IN GOOD FAITH AND IN THE BELIEF THAT SUCH ACT OR OMISSION WAS IN OR WAS NOT OPPOSED TO THE BEST INTERESTS OF THE PARTNERSHIP, PROVIDED, THAT SUCH ACT OR OMISSION WAS NOT FRAUD, WILLFUL MISCONDUCT, OR A KNOWING MATERIAL VIOLATION OF THIS AGREEMENT BY SUCH COVERED PERSON. NO COVERED PERSON SHALL BE LIABLE TO THE PARTNERSHIP, ANY PARTNER, OR ANY OTHER PERSON FOR ANY ACTION TAKEN BY ANY OTHER PARTNER, NOR SHALL ANY COVERED PERSON BE LIABLE TO THE PARTNERSHIP, ANY OTHER PARTNER, OR ANY OTHER PERSON FOR ANY ACTION OF ANY EMPLOYEE OR AGENT OF THE COVERED PERSON, PROVIDED, SUCH ACTION IS WITHIN THE SCOPE OF THE PURPOSES OF THE PARTNERSHIP AND THE COVERED PERSON SEEKING EXCULPATION SATISFIES THE PARAMETERS OF THE PRECEDING SENTENCE. (B) TO THE FULLEST EXTENT ALLOWED OR PERMITTED UNDER ANY PROVISION OF APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE ACT, THE PARTNERSHIP SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS EACH PARTNER, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES OR AGENTS (INDIVIDUALLY AN "INDEMNITEE") TO THE EXTENT OF THE PARTNERSHIP ASSETS, FROM AND AGAINST ANY LOSSES, EXPENSES, JUDGMENTS, FINES, SETTLEMENTS, AND DAMAGES INCURRED BY THE PARTNERSHIP OR SUCH INDEMNITEE ARISING OUT OF ANY CLAIM BASED UPON ACTS (INCLUDING, WITHOUT LIMITATION, NEGLIGENT ACTS) PERFORMED OR OMITTED TO BE PERFORMED BY THE PARTNERSHIP OR SUCH INDEMNITEE IN CONNECTION WITH THE BUSINESS OF THE PARTNERSHIP, INCLUDING, WITHOUT LIMITATION, COSTS, EXPENSES, AND ATTORNEYS' FEES EXPENDED IN THE SETTLEMENT OR DEFENSE OF ANY SUCH CLAIM. ALL DECISIONS OF THE PARTNERSHIP CONCERNING ANY ACTION ALLOWED OR PERMITTED UNDER APPLICABLE LAW CONCERNING THE INDEMNITY OF ANY PERSON OR ENTITY BY THE PARTNERSHIP SHALL BE MADE AS DETERMINED BY THE GENERAL PARTNER.

Exculpations; Indemnities. (Aa) NEITHER THE PARTNERS, THE TAX MATTERS PARTNER, THEIR AFFILIATES NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES OR AGENTS (INDIVIDUALLY A "COVERED PERSON") SHALL BE LIABLE TO THE PARTNERSHIP, ANY PARTNER, OR ANY OTHER PERSON FOR ANY ACT OR OMISSION TAKEN OR SUFFERED BY SUCH COVERED PERSON IN GOOD FAITH AND IN THE BELIEF THAT SUCH ACT OR OMISSION WAS IS IN OR WAS IS NOT OPPOSED TO THE BEST INTERESTS OF THE PARTNERSHIP, PROVIDED, THAT SUCH ACT OR OMISSION WAS IS NOT FRAUD, WILLFUL MISCONDUCT, OR A KNOWING MATERIAL VIOLATION OF THIS AGREEMENT BY SUCH COVERED PERSON. NO COVERED PERSON SHALL BE LIABLE TO THE PARTNERSHIP, ANY PARTNER, OR ANY OTHER PERSON FOR ANY ACTION TAKEN BY ANY OTHER PARTNER, NOR SHALL ANY COVERED PERSON BE LIABLE TO THE PARTNERSHIP, ANY OTHER PARTNER, OR ANY OTHER PERSON FOR ANY ACTION OF ANY EMPLOYEE OR AGENT OF THE COVERED PERSON, PROVIDED, SUCH ACTION IS WITHIN THE SCOPE OF THE PURPOSES OF THE PARTNERSHIP AND THE COVERED PERSON SEEKING EXCULPATION SATISFIES THE PARAMETERS OF THE PRECEDING SENTENCE. (Bb) TO THE FULLEST EXTENT ALLOWED OR PERMITTED UNDER ANY PROVISION OF APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE ACT, THE PARTNERSHIP SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS EACH PARTNER, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES OR AGENTS (INDIVIDUALLY AN "INDEMNITEE") TO THE EXTENT OF THE PARTNERSHIP ASSETS, FROM AND AGAINST ANY LOSSES, EXPENSES, JUDGMENTS, FINES, SETTLEMENTS, AND DAMAGES INCURRED BY THE PARTNERSHIP OR SUCH INDEMNITEE ARISING OUT OF ANY CLAIM BASED UPON ACTS (INCLUDING, WITHOUT LIMITATION, NEGLIGENT ACTS) PERFORMED OR OMITTED TO BE PERFORMED BY THE PARTNERSHIP OR SUCH INDEMNITEE IN CONNECTION WITH THE BUSINESS OF THE PARTNERSHIP, INCLUDING, WITHOUT LIMITATION, COSTS, EXPENSES, AND ATTORNEYS' FEES EXPENDED IN THE SETTLEMENT OR DEFENSE OF ANY SUCH CLAIM. ALL DECISIONS OF THE PARTNERSHIP CONCERNING ANY ACTION ALLOWED OR PERMITTED UNDER APPLICABLE LAW CONCERNING THE INDEMNITY OF ANY PERSON OR ENTITY BY THE PARTNERSHIP SHALL BE MADE AS DETERMINED BY THE GENERAL PARTNER.