Common use of Indemnification and Liability of General Partner Clause in Contracts

Indemnification and Liability of General Partner. (a) The Partnership shall indemnify each of the General Partner and its Affiliates against any claim or liability incurred or imposed upon such General Partner or such Affiliates relative to the Partnership, provided that such General Partner or Affiliate has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Partnership, and such General Partner or Affiliate was not guilty of gross negligence or willful or wanton misconduct. Neither the General Partner nor any of its Affiliates shall be liable to the Partnership or any Partner by reason of any act or omission of such General Partner or Affiliate, provided that the General Partner has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Partnership, and such General Partner or Affiliate was not guilty of gross negligence or willful or wanton misconduct. Solely for the purposes of this Section 5.7 but for all such purposes, the term “Affiliate” shall mean only an Affiliate that has performed an act on behalf of the Partnership or the General Partner and for which the General Partner would have been entitled to indemnification had such act been performed by the General Partner. (b) Notwithstanding anything to the contrary contained in Section 5.7(a) above, neither the General Partner nor any of its Affiliates shall be indemnified from any liability, loss or damage incurred by them arising due to an alleged violation of federal or state securities laws unless (i) there have been a successfully adjudication on the merits of each count involving alleged securities law violations as to the particular indemnified party, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnified party, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnified party and finds that indemnification of the settlement and related costs should be made. Prior to seeking a court approval for indemnification, the General Partner shall undertake to cause the party seeking indemnification to apprise the court of the position of the Securities and Exchange Commission with respect to indemnification for securities violations. (c) The Partnership shall not incur the cost of the portion of any insurance which insures any party against any liability as to which such party is prohibited from being indemnified as set forth above. (d) Any indemnification pursuant to this Section, or otherwise, shall be recoverable only from the assets of the Partnership and not from any of the Limited Partners. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, neither the General Partner nor any of its Affiliates shall be liable, responsible or accountable in damages or otherwise to any other Partner, the Partnership, its receiver or trustee for, and such Person shall be indemnified hereunder with respect to, any claims to the extent relating to any of the events or outcomes set forth in the Private Offering Memorandum as possible results, outcomes or risks associated with the business of the Partnership or the investment in Units.

Indemnification and Liability of General Partner. (a) The Partnership shall indemnify each of the General Partner and its Affiliates against any claim or liability incurred or imposed upon such General Partner or such Affiliates relative to the Partnership, Partnership provided that such General Partner or Affiliate has determined, in good faith, that the course of conduct which caused causes the loss or liability was in the best interests of the Partnership, and such General Partner or Affiliate was not guilty of gross negligence or willful or wanton misconduct. Neither the The General Partner nor any of its or Affiliates shall not be liable to the Partnership or any Partner by reason of any act or omission of such General Partner or Affiliate, Affiliate provided that the General Partner has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Partnership, and such General Partner or Affiliate was not guilty of gross negligence or willful or wanton misconduct. Solely for the purposes of this Section 5.7 but for all such purposes, the term “Affiliate” shall mean only an Affiliate those Affiliates that has performed an act on behalf of furnish services to the Partnership or within the General Partner and for which the General Partner would have been entitled to indemnification had such act been performed by scope of the General Partner’s authority. (b) Notwithstanding anything to the contrary contained in Section 5.7(a) above, neither the No General Partner nor or Affiliate or any of its Affiliates broker-dealer selling Units shall be indemnified for any liability imposed by judgment, or costs associated therewith, including attorneys’ fees, arising from any liability, loss or damage incurred by them arising due to an alleged out of a violation of state or federal or state securities laws unless (i) there have been a successfully adjudication on the merits laws. The General Partner and such Affiliates, and such broker-dealers shall be indemnified for settlements and related expenses of each count involving alleged lawsuits alleging securities law violations as to the particular indemnified partyand for expenses incurred in successfully defending such lawsuits, (ii) such claims have been dismissed with prejudice on the merits by if a court of competent jurisdiction as to the particular indemnified party, or (iii) a court of competent jurisdiction approves a settlement Majority in Interest of the claims against Limited Partners either 1. approves the particular indemnified party settlement and finds that indemnification of the settlement and related costs should be made, or 2. Prior to seeking approves indemnification of litigation costs if a court approval for indemnification, the General Partner shall undertake to cause the party seeking indemnification to apprise the court of the position of the Securities and Exchange Commission with respect to indemnification for securities violations. (c) The Partnership shall not incur the cost of the portion of any insurance which insures any party against any liability as to which such party successful defense is prohibited from being indemnified as set forth above. (d) made. Any indemnification pursuant to this Section, or otherwise, shall be recoverable only from the assets of the Partnership and not from any of the Limited Partners. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, neither the General Partner nor any of its Affiliates shall be liable, responsible or accountable in damages or otherwise to any other Partner, the Partnership, its receiver or trustee for, and such Person shall be indemnified hereunder with respect to, any claims to the extent relating to any of the events or outcomes set forth in the Private Offering Memorandum as possible results, outcomes or risks associated with the business of the Partnership or the investment in Units.

Indemnification and Liability of General Partner. (a) 6.6.1 The Partnership shall indemnify each of and hold harmless the General Partner and Partner, its Affiliates against (excluding for this purpose any claim or liability incurred or imposed upon such General Affiliate that is a Partner or such Affiliates relative to the Partnership, provided that such General Partner or Affiliate has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Partnership), and all officers, directors, shareholders, partners (excluding, for this purpose, other Partners of the Partnership), members, co-trustees, employees and agents of any of the foregoing (individually, an "INDEMNITEE") to the fullest extent permitted by applicable law from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, arising out of or incident to the business of the Partnership. 6.6.2 Expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 6.6 shall be advanced by the Partnership prior to the final disposition of such General Partner claim, demand, action, suit or Affiliate was not guilty proceeding. 6.6.3 The indemnification provided by this Section 6.6 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to a vote of gross negligence the Partners, as a matter of law or willful equity or wanton misconductotherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. 6.6.4 Any indemnification provided hereunder shall be satisfied solely out of the assets of the Partnership. Neither the General Partner nor any other Partner shall be subject to personal liability by reason of these indemnification provisions. 6.6.5 No Indemnitee shall be denied indemnification in whole or in part under this Section 6.6 by reason of the fact that the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.6.6 The provisions of this Section 6.6 are for the benefit of the Indemnities and shall not be deemed to create any rights for the benefit of any other person or entity. 6.6.7 Neither the General Partner nor its Affiliates nor the officers, directors, shareholders, partners, members, co-trustees, employees or agents of any of the foregoing shall be liable to the Partnership or to a Partner for any Partner by reason losses sustained or liabilities incurred as a result of any act or omission of such the General Partner or Affiliate, provided that any such other person or entity if (i) the General Partner has determined, or such other person or entity acted (or failed to act) in good faithfaith and in a manner believed to be in, that or not opposed to, the course of conduct which caused the loss or liability was in the best interests of the Partnership, Partnership and such (ii) the conduct of the General Partner or Affiliate was such other person or entity did not guilty of constitute gross negligence or willful or wanton misconduct. Solely for the purposes of this Section 5.7 but for all such purposes, the term “Affiliate” shall mean only an Affiliate that has performed an act on behalf of the Partnership or the General Partner and for which the General Partner would have been entitled to indemnification had such act been performed by the General Partner. (b) Notwithstanding anything to the contrary contained in Section 5.7(a) above, neither the General Partner nor any of its Affiliates shall be indemnified from any liability, loss or damage incurred by them arising due to an alleged violation of federal or state securities laws unless (i) there have been a successfully adjudication on the merits of each count involving alleged securities law violations as to the particular indemnified party, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnified party, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnified party and finds that indemnification of the settlement and related costs should be made. Prior to seeking a court approval for indemnification, the General Partner shall undertake to cause the party seeking indemnification to apprise the court of the position of the Securities and Exchange Commission with respect to indemnification for securities violations. (c) The Partnership shall not incur the cost of the portion of any insurance which insures any party against any liability as to which such party is prohibited from being indemnified as set forth above. (d) Any indemnification pursuant to this Section, or otherwise, shall be recoverable only from the assets of the Partnership and not from any of the Limited Partners. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, neither the General Partner nor any of its Affiliates shall be liable, responsible or accountable in damages or otherwise to any other Partner, the Partnership, its receiver or trustee for, and such Person shall be indemnified hereunder with respect to, any claims to the extent relating to any of the events or outcomes set forth in the Private Offering Memorandum as possible results, outcomes or risks associated with the business of the Partnership or the investment in Units.