Common use of Indemnification and Limits Clause in Contracts

Indemnification and Limits. The parties hereto agree to provide indemnification upon the following terms and limits: A. Indemnification from General Partner to Sales Agents. The General Partner agrees to indemnify and hold harmless the Sales Agents and each person, if any, who controls the Sales Agents within the meaning of Section 15 of the Securities Act, from and against any and all losses, claims, damages, liabilities and expenses including, but not limited to, any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted to which, jointly or severally, they, or any of them, may become subject as a result of any breach of fiduciary duty owed by the General Partner to the Partnership or under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Commodity Exchange Act, as amended, any other Federal or state statutory or foreign law or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses or actions with respect thereto arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; except insofar as any such untrue statement or omission or alleged untrue statement or omission was made in the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Fund expressly for use therein by the Sales Agent or any other independent third party; provided, however, in no event shall the General Partner's agreement to indemnify contained herein inure to the benefit of the Sales Agents or any person controlling the Sales Agents on account of any losses, claims, damages, liabilities, expenses or actions arising from the sale of Units to any person by the Sales Agents if such losses, claims, damages, liabilities, expenses or actions arise out of or are claimed to be based upon an untrue statement or omission or alleged untrue statement or omission in a Prospectus if a subsequent Prospectus or supplemental Prospectus shall correct, prior to the delivery to the Sales Agents by such person of his subscription, the untrue statement or omission or the alleged untrue statement or omission which is the basis of the loss, claim, damage, liability, expense or action for which indemnification is sought, or a copy of such subsequent Prospectus was not sent or given to such person simultaneously with or prior to the receipt by the Sales Agents of such person's subscription. In addition, this indemnification will not apply to any claims asserted as a result of the alleged misstatement of fact by any party other than the General Partner, or any other authorized representative of the Partnership or which was properly treated by (i) the Prospectus, as amended, from time to time, or (ii) written material furnished by the General Partner on behalf of the Partnership for the purpose of delivery to prospects or subscribers.

Indemnification and Limits. The parties hereto agree to provide indemnification upon the following terms and limits: A. Indemnification from General Partner to Sales Agents. The General Partner agrees to indemnify and hold harmless the Sales Agents and each person, if any, who controls the Sales Agents within the meaning of Section 15 of the Securities Act, from and against any and all losses, claims, damages, liabilities and expenses including, but not limited to, any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted to which, jointly or severally, they, or any of them, may become subject as a result of any breach of fiduciary duty owed by the General Partner to the Partnership Fund or under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Commodity Exchange Act, as amended, any other Federal or state statutory or foreign law or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses or actions with respect thereto arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; except insofar as any such untrue statement or omission or alleged untrue statement or omission was made in the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Fund expressly for use therein by the Sales Agent or any other independent third party; provided, however, in no event shall the General Partner's agreement to indemnify contained herein inure to the benefit of the Sales Agents or any person controlling the Sales Agents on account of any losses, claims, damages, liabilities, expenses or actions arising from the sale of Units to any person by the Sales Agents if such losses, claims, damages, liabilities, expenses or actions arise out of or are claimed to be based upon an untrue statement or omission or alleged untrue statement or omission in a Prospectus if a subsequent Prospectus or supplemental Prospectus shall correct, prior to the delivery to the Sales Agents by such person of his subscription, the untrue statement or omission or the alleged untrue statement or omission which is the basis of the loss, claim, damage, liability, expense or action for which indemnification is sought, or a copy of such subsequent Prospectus was not sent or given to such person simultaneously with or prior to the receipt by the Sales Agents of such person's subscription. In addition, this indemnification will not apply to any claims asserted as a result of the alleged misstatement of fact by any other party other than the General Partner, Partner or any other authorized representative of the Partnership or which was properly treated by (i) in the Prospectus, as amended, from time to time, or (ii) written material furnished by the General Partner on behalf of the Partnership for the purpose of delivery to prospects or subscribers.