Common use of INDEMNIFICATION a Clause in Contracts

INDEMNIFICATION a. The General Partners and the Affiliates of the General Partners performing certain services on behalf of the Fund shall be indemnified to the full extent provided by law for any loss, judgment, liability, expense or amount paid in settlement of any claims sustained by them which arise out of any act or omission performed or omitted by any or all of them within the scope of the authority conferred on them by this Agreement, if the General Partners determine, in good faith, that such act or omission was in the best interests of the Fund and that such act or omission did not constitute negligence or misconduct or breach of any other agreement with the Fund, provided that any indemnity under this Section shall be provided out of and to the extent of Fund assets only, and no Investor or Limited Partner shall have any personal liability on account thereof. B. Notwithstanding Section 5. 10A, the General Partners and the Affiliates of the General Partners performing certain services on behalf of the Fund and any person acting as a Broker-Dealer shall not be 'indemnified by the Fund for any liability, loss or damage incurred by any or all of them in connection with (i) any claim or settlement arising under federal or state securities laws unless (a) there has been a successful adjudication on the merits of each count involving such securities laws violations as to the particular indemnities and the court approves indemnification of the litigation costs, (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnities and the court approves indemnification of the litigation costs, or (c) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made, after being advised as to the current position of the Securities and Exchange Commission, the Massachusetts Securities Division, the California Commissioner of Corporations, the Pennsylvania Securities Commission, the Tennes- see Securities Commission and such other state securities administrators, as shall be required by such court, regarding indemnification for violations of securities law; or (ii) any liability imposed by law, including liability for negligence or misconduct. A-25

INDEMNIFICATION a. The General Partners and the Affiliates of the General Partners performing certain services on behalf of the Fund Partnership shall be indemnified to the full extent provided by law for any loss, judgment, liability, expense or amount paid in settlement of any claims sustained by them which arise out of any act or omission performed or omitted by any or all of them within the scope of the authority conferred on them by this Agreement, if the General Partners determine, in good faith, that such act or omission was in the best interests of the Fund Partnership and that such act or omission did not constitute negligence or misconduct or breach of any other agreement with the FundPartnership, provided that any indemnity under this Section shall be provided out of and to the extent of Fund Partnership assets only, and no Investor Unitholder or Limited Partner shall have any personal liability on account thereof. B. Notwithstanding Section 5. 10A5.10A, the General Partners and the Affiliates of the General Partners performing certain services on behalf of the Fund Partnership and any person acting as a Broker-Dealer shall not be 'indemnified by the Fund Partnership for any liability, loss or damage incurred by any or all of them in connection with (i) any claim or settlement arising under federal or state securities laws unless (a) there has been a successful adjudication on the merits of each count involving such securities laws violations as to the particular indemnities and the court approves indemnification of the litigation costs, (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnities and the court approves indemnification of the litigation costs, or (c) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made, after being advised as to the current position of the Securities and Exchange Commission, the Massachusetts Securities Division, the California Commissioner of Corporations, the Pennsylvania Securities Commission, the Tennes- see Securities Commission and such other state securities administrators, as shall be required by such court, regarding indemnification for violations of securities law; or (ii) any liability imposed by law, including liability for negligence or misconduct. A-25C. For purposes of Sections 5.9 and 5.10, the term "Affiliates" shall mean any person performing services on behalf of the Partnership who (i) directly or indirectly controls, is controlled by, or is under common control with a General Partner; or (ii) owns or controls 10% or more of the outstanding voting securities of a General Partner; or (iii) is an officer, director, partner or trustee of a General Partner; or (iv) if a General Partner is an officer, director, partner or trustee, is any company for which the General Partner acts in any such capacity.

INDEMNIFICATION a. The General Partners Partner and the its Affiliates of the General Partners performing certain services on behalf of the Fund Partnership shall be indemnified to the full extent provided by law for any loss, judgment, liability, expense or amount paid in settlement of any claims sustained by them which arise out of any act or omission performed or omitted by any or all of them within the scope of the authority conferred on them by this Agreement, if the General Partners determinePartner determines, in good faith, that such act or omission was in the best interests of the Fund Partnership and that such act or omission did not constitute negligence or misconduct or breach of any other agreement with the FundPartnership, provided that any indemnity under this Section shall be provided out of and to the extent of Fund Partnership assets only, and no Investor or Limited Partner shall have any personal liability on account thereof. B. Notwithstanding Section 5. 10A5.10A, the General Partners Partner and the its Affiliates of the General Partners performing certain services on behalf of the Fund Partnership and any person Person acting as a Broker-Dealer shall not be 'indemnified by the Fund Partnership for any liability, loss or damage incurred by any or all of them in connection with (i) any claim or settlement arising under federal or state securities laws unless (a) there has been a successful adjudication on the merits of each count involving such securities laws violations as to the particular indemnities and the court approves indemnification of the litigation costs, (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnities and the court approves indemnification of the litigation costs, or (cor(c) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made, after being advised as to the current position of the Securities and Exchange Commission, the Massachusetts Securities Division, the California Commissioner of Corporations, the Pennsylvania Securities Commission, the Tennes- see Tennessee Securities Commission Commission, the Missouri Securities Division (and such other state securities administrators, administrators as shall be required by such court), regarding indemnification for violations of securities law; or (ii) any liability imposed by law, including liability for negligence or misconduct. A-25.

INDEMNIFICATION a. The General Partners and the Affiliates of the General Partners performing certain services on behalf of the Fund shall be indemnified to the full extent provided by law for any loss, judgment, liability, expense or amount paid in settlement of any claims sustained by them which arise out of any act or omission performed or omitted by any or all of them within the scope of the authority conferred on them by this Agreement, if the General Partners determine, in good faith, that such act or omission was in the best interests of the Fund and that such act or omission did not constitute negligence or misconduct or breach of any other agreement with the Fund, provided that any indemnity under this Section shall be provided out of and to the extent of Fund assets only, and no Investor or Limited Partner shall have any personal liability on account thereof. B. Notwithstanding Section 5. 10A, the General Partners and the Affiliates of the General Partners performing certain services on behalf of the Fund and any person acting as a Broker-Dealer shall not be 'indemnified by the Fund for any liability, loss or damage incurred by any or all of them in connection with (i) any claim or settlement arising under federal or state securities laws unless (a) there has been a successful adjudication on the merits of each count involving such securities laws violations as to the particular indemnities and the court approves indemnification of the litigation costs, (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnities and the court approves indemnification of the litigation costs, or (c) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made, after being advised as to the current position of the Securities and Exchange Commission, the Massachusetts Securities Division, the California Commissioner of Corporations, the Pennsylvania Securities Commission, the Tennes- see Securities Commission and such other state securities administrators, as shall be required by such court, regarding indemnification for violations of securities law; or (ii) any liability imposed by law, including liability for negligence or misconduct. A-25.

INDEMNIFICATION a. The General Partners Partner and the its Affiliates of the General Partners performing certain services on behalf of the Fund Partnership shall be indemnified to the full extent provided by law for any loss, judgment, liability, expense or amount paid in settlement of any claims sustained by them which arise out of any act or omission performed or omitted by any or all of them within the scope of the authority conferred on them by this Agreement, if the General Partners Partner determine, in good faith, that such act or omission was in the best interests of the Fund Partnership and that such act or omission did not constitute negligence or misconduct or breach of any other agreement with the FundPartnership, provided that any indemnity under this Section shall be provided out of and to the extent of Fund Partnership assets only, and no Investor or Limited Partner shall have any personal liability on account Account thereof. B. Notwithstanding Section 5. 10A5.10A, the General Partners Partner and the its Affiliates of the General Partners performing certain services on behalf of the Fund Partnership and any person Person acting as a Broker-Dealer shall not be 'indemnified by the Fund Partnership for any liability, loss or damage incurred by any or all of them in connection with (i) any claim or settlement arising under federal or state securities laws unless (a) there has been a successful adjudication on the merits of each count involving such securities laws violations as to the particular indemnities and the court approves indemnification of the litigation costs, (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnities and the court approves indemnification of the litigation costs, or (c) a court of competent jurisdiction approves a settlement of the claims and finds funds that indemnification of the settlement and related costs should be made, after being advised as to the current position of the Securities and Exchange Commission, the Massachusetts Securities Division, the California Commissioner of Corporations, the Pennsylvania Securities Commission, the Tennes- see Tennessee Securities Commission Commission, the Missouri Securities Division (and such other state securities administrators, administrators as shall be required by such court), regarding indemnification for violations of securities law; or (ii) any liability imposed by law, including liability for negligence or misconduct. A-25.

INDEMNIFICATION a. The General Partners Partner and the its Affiliates of the General Partners performing certain services on behalf of the Fund Partnership shall be indemnified to the full extent provided by law for any loss, judgment, liability, expense or amount paid in settlement of any claims sustained by them which arise out of any act or omission performed or omitted by any or all of them within the scope of the authority conferred on them by this Agreement, if the General Partners Partner determine, in good faith, that such act or omission was in the best interests of the Fund Partnership and that such act or omission did not constitute negligence or misconduct or breach of any other agreement with the FundPartnership, provided that any indemnity under this Section shall be provided out of and to the extent of Fund Partnership assets only, and no Investor or Limited Partner shall have any personal liability on account Account thereof. B. Notwithstanding Section 5. 10A5.10A, the General Partners Partner and the its Affiliates of the General Partners performing certain services on behalf of the Fund Partnership and any person Person acting as a Broker-Dealer shall not be 'indemnified by the Fund Partnership for any liability, loss or damage incurred by any or all of them in connection with (i) any claim or settlement arising under federal or state securities laws unless (a) there has been a successful adjudication on the merits of each count involving such securities laws violations as to the particular indemnities and the court approves indemnification of the litigation costs, (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnities and the court approves indemnification of the litigation costs, or (c) a court of competent jurisdiction approves a settlement of the claims and finds funds that indemnification of the A-26 settlement and related costs should be made, after being advised as to the current position of the Securities and Exchange Commission, the Massachusetts Securities Division, the California Commissioner of Corporations, the Pennsylvania Securities Commission, the Tennes- see Tennessee Securities Commission Commission, the Missouri Securities Division (and such other state securities administrators, administrators as shall be required by such court), regarding indemnification for violations of securities law; or (ii) any liability imposed by law, including liability for negligence or misconduct. A-25.