Common use of Indemnification by Customer Clause in Contracts

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Morgan Stanley and its affiliates from and against any loss, liabilityliabilxxx, damagexaxxxx, cost xost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Morgan Stanley on behalf of Customer, including, without limitation, any demandsxxx dxxxxxx, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that that (i) MSIL Morgan Stanley has determined, in good faith, that the act, omissionomissiox, conductxxxdxxx, or xx activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Morgan Stanley or its affiliates by Customer shall be permitted for any lossesxxx xoxxxx, liabilities xiabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL Morgan Stanley or any affiliate thereof is a party defendant, any such person shall sxxx xxrxxx xxxll be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Morgan Stanley or its affiliates hereunder only if: (i) the demand, claim lawsuit xxxxx xxxxxxx or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Morgan Stanley and its affiliates from and against any loss, liabilityliabilixx, damagexxmxxx, cost xxst or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Morgan Stanley on behalf of Customer, including, without limitation, any demandsxxx xexxxxx, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that that (i) MSIL Morgan Stanley has determined, in good faith, that the act, omission, conductxxxxuxx, or xx activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Morgan Stanley or its affiliates by Customer shall be permitted for any lossesxxx xxsxxx, liabilities xxabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL Morgan Stanley or any affiliate thereof is a party defendant, any such person shall suxx xxxsxx xxxxl be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Morgan Stanley or its affiliates hereunder only if: (i) the demand, claim lawsuit xxxxx lxxxxxx or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that PROVIDED that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Xxxxxx Xxxxxxx or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided PROVIDED with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner Limited Partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner Limited Partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner Limited Partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner Limited Partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Xxxxxx Xxxxxxx or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner Limited Partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner Limited Partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder. (I) (C) INDEMNIFICATION BY MSIL. MSIL SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS CUSTOMER AND ITS SUCCESSORS OR ASSIGNS FROM AND AGAINST ANY LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUDING IN CONNECTION WITH THE DEFENSE OR SETTLEMENT OF CLAIMS; PROVIDED MSIL HAS APPROVED SUCH SETTLEMENT) INCURRED AS A DIRECT RESULT OF THE ACTIVITIES OF MSIL OR ITS AFFILIATES, PROVIDED, FURTHER, THAT THE ACT, OMISSION, CONDUCT, OR ACTIVITY GIVING RISE TO THE CLAIM FOR INDEMNIFICATION WAS THE RESULT OF BAD FAITH, MISCONDUCT OR NEGLIGENCE OF MSIL OR ITS AFFILIATES.

Indemnification by Customer. Customer shall indemnifydefend Flextronics, defend its affiliated companies, officers, directors, employees, and agents (each a “Flextronics Indemnitee”) from and against all third party claims listed below (each a “Claim”), and indemnify and hold harmless MSIL any Flextronics Indemnitee from the resulting costs and its affiliates damages awarded against Flextronics to the third party making such Claim, by a trial court of competent jurisdiction (or such arbitrator or other third party with equivalent authority to decide the Claim) or agreed to in settlement subject to the remaining provision of this Section 10. In addition, Customer shall reimburse Flextronics from and against any loss, liability, damage, cost or expense all costs (including reasonable attorneys' and accountants' fees and expenses ’ fees) incurred by Flextronics in connection with a Claim from the defense time Flextronics notifies Customer in writing of any demands, claims or lawsuitsthe Claim (no later than thirty (30) actually and reasonably incurred arising days from any act, omission, conduct, or activity undertaken by MSIL on behalf the date Flextronics learns of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner such Claim (or assignee thereof“Notice”); provided that ) until Customer assumes primary control of the defense. If: (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise Flextronics provides Notice to the claim for indemnification was in the best interests Customer of the Customer, a Claim; and (ii) the act, omission, conduct or activity Customer decides that was the basis for such loss, liability, damage, cost or expense was a Claim does not the result of misconduct or negligence. Notwithstanding the foregoing, no fall under its indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless obligations hereunder (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or “Non-Indemnity Action”); and (iii) Flextronics defends or settles such Non-Indemnity Action; and (iv) a court of competent jurisdiction approves or arbitrator holds that the Claim is one for which Customer should have defended and indemnified Flextronics, then Customer shall indemnify and reimburse Flextronics for all costs and expenses (including all damages, settlement payments, attorneys’ fees and other costs) arising from such Non-Indemnity Action. Customer’s obligations of defense and indemnification shall apply to any Claim incurred by or assessed against any Flextronics Indemnitee, but solely to the extent the same arise out or are related to: (a) any failure of any Product (and Materials contained therein) sold by Flextronics hereunder or any Deliverables to comply with any safety standards and/or Environmental Regulations to the extent that such failure has not been caused by Flextronics’s willful misconduct, gross negligence or breach of Flextronics’s express limited warranties set forth in Section 8.1 hereof or as a settlement result of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should any Flextronics Controlled Materials; (b) any actual injury or damage to any person or property caused, or alleged to be madecaused, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendantProduct, any such person shall be indemnified but only to the extent and subject to such injury or damage has not been caused by Flextronics’s willful misconduct or gross negligence or breach of Flextronics’s express limited warranties set forth in Section 8.1 or as a result of any Flextronics Controlled Materials; or (c) any infringement of the conditions specified in the Delaware Revised Uniform Limited Partnership Actintellectual property rights, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not Product or any items provided by or required to be entitled to indemnification hereunderused by Customer,.

Indemnification by Customer. Without limiting any of its other indemnification obligations set forth in this Agreement, Customer shall fully indemnify, defend and hold harmless MSIL and defend NEXUS and NEXUS’ members and its affiliates and their respective directors, officers, agents, employees, representatives, consultants, successors and assigns (the “NEXUS Indemnified Parties”), from and against any lossand all Damages, liabilitydirectly or indirectly arising out of or resulting from any damage to or destruction of property of, damageor death of or bodily injury to, cost or expense third parties (including attorneys' employees of Customer and accountants' fees NEXUS and expenses incurred subcontractors of Customer and NEXUS); all to the extent caused or contributed to by (a) any breach by Customer of the terms of this Agreement, or (b) the negligence, or willful misconduct of Customer in connection with its actions, omissions or the fulfillment of its obligations in connection with this Agreement. Indemnitor Responsibilities. Promptly after receipt by a Customer Indemnified Party or NEXUS Indemnified Party, as the case may be (collectively, the “Indemnified Parties”), of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 8.1 or 8.2 hereof may apply, the Indemnified Party shall notify NEXUS or Customer, as the case may be (in such capacity, the “Indemnitor”), in writing of such fact. The Indemnitor shall assume on behalf of the Indemnified Party and conduct with due diligence and in good faith the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, that the Indemnified Party shall have the right to be represented therein by advisory counsel of its own selection and at its own expense; and provided further, that if the defendants in any such action include both the Indemnitor and the Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnitor, the Indemnified Party shall have the right to select separate counsel to participate in the defense of any demands, claims or lawsuits) actually such action on its own behalf and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunderIndemnitor’s expense.

Indemnification by Customer. The Customer shall indemnify, defend indemnify and hold harmless MSIL Morgan Stanley and its affiliates stockholders, directors, officers, employees, xxx ixx xx xheir respective successors or assigns from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims claims, or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, omission or activity conduct undertaken by MSIL Morgan Stanley on behalf of Customerthe Customer pursuant to this Agreement, includingxxxxuxxxx, without xithout limitation, any demands, claims or lawsuits initiated by a limited partner Limited Partner (or assignee thereof); provided that a court of competent jurisdiction upon entry of final judgment shall find (ior, if no final judgment is entered, an opinion is rendered to the Customer by independent counsel who shall be other than counsel to the Customer or Morgan Stanley) MSIL has determined, in good faith, to the effect that the act, omission, conductconduct that was the basis fxx xxxh xxxxxxity was not the result of bad faith misconduct, or activity giving rise to the claim for indemnification negligence, and was done in a good faith belief that it was in, or not opposed to, the best interests of the Customer. Indemnification by Morgan Stanley. Morgan Stanley shall indemnify and hold harmless thx Xxxxoxxx, xxs xxxxxxrx, xxx its or their respective successors or assigns from and (ii) the act, omission, conduct or activity that was the basis for such against any loss, liability, damage, cost or expense was not (including attorneys' and accountants' fees and expenses incurred in the result defense of misconduct any demands, claims, or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses lawsuits) actually and reasonably incurred arising from any act, omission or out conduct undertaken by Morgan Stanley on behalf of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as Customer pursuant to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by this Agreement; xxxxixxx xxxt a court of competent jurisdiction as upon entry of final judgment shall find (or, if no final judgment is entered, by an opinion rendered to the particular indemniteeCustomer by independent counsel who shall be other than counsel to the Customer or Morgan Stanley) to the effect that the conduct that was the basis fxx xxxh xxxxxxity was the result of bad faith, misconduct, or (iii) negligence, or was not done in a court of competent jurisdiction approves a settlement good faith belief that it was in, or not opposed to, the best interests of the claims against the particular indemnitee and finds that indemnification Customer, or was by reason of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court any material breach of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought this Agreement by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunderMorgan Stanley.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims claims, or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner Limited Partner (or assignee thereof); provided that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Xxxxxx Xxxxxxx or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner Limited Partner in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim claim, lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim claim, lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Morgan Stanley and its affiliates from and against any loss, liabilityliabxxxxx, damagexxxxxx, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Morgan Stanley on behalf of Customer, including, without limitationlimitatixx, any demandsxxy xxxxxxs, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that that (i) MSIL Morgan Stanley has determined, in good faith, that the act, omissionomissxxx, conductxoxxxxx, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Morgan Stanley or its affiliates by Customer shall be permitted for any lossesfxx xxx xxxxxx, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL Morgan Stanley or any affiliate thereof is a party defendant, any such person shall xxxx pxxxxx xhall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Morgan Stanley or its affiliates hereunder only if: (i) the demanddemanx, claim lawsuit xxxix xxxxxit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. (a) To the fullest extent permissible by law, Customer shall indemnifywill defend, defend indemnify and hold harmless MSIL CrowdEngine and its affiliates from Affiliates, and their respective employees, officers, directors, attorneys, agents, independent contractors, assigns and representatives, (collectively, “ CrowdEngine Indemnitees"), including without limitation each individual, corporation, partnership, trust, limited liability company, association or other entity (each, a “Person"), if any, who controls such CrowdEngine Indemnitee within the meaning of the Securities Act of 1933, as amended (the “Securities Act", or the Securities Exchange Act of 1934, as amended (the “Exchange Act"), against any lossand all liabilities, liabilityclaims, damagelosses, cost or expense (reasonable costs and expenses, including reasonable attorneys' fees together, “Damages"), which CrowdEngine Indemnitees have incurred or may incur as a result of any claim or action brought or that may be brought by a third party, to the extent relating to, in connection with, or arising out of (a) any violation of any Applicable Law by Customer; (b) the End User Information or Customer Content contained on the Customer Portal or the administration of any portion of the Customer Portal by Customer via the Administrative Accounts; (c) any breach by Customer of any representation, warranty, obligation or any other breach of this Agreement; (d) any violation of third party Proprietary Rights by any Customer Content provided by Customer or End Users hereunder; (e) any negligent, reckless or intentional acts or omissions by Customer or any of Customer's employees, agents or representatives; or (f) anything published on the Customer Portal. Customer will have the right to select and accountants' fees and expenses incurred in control legal counsel for the defense of any demandssuch claim or action and for any negotiations relating to any such claim or action as it applies to or against Customer. CrowdEngine will reasonably cooperate in the investigation, defense and settlement of any claim or action and will provide prompt notice of any such claim or action or reasonably expected claim or action to Customer. CrowdEngine will have the right, but not the obligation, to retain its own separate legal counsel at its own expense to defend any such claim or action. If Customer fails or refuses to defend or settle any claims or lawsuits) actually and reasonably incurred arising from any actactions, omissionthen CrowdEngine will, conduct, or activity undertaken by MSIL on behalf of upon written notice to the Customer, including, without limitation, any demands, have the right to defend or settle (and control the defense of) such claims or lawsuits initiated by a limited partner actions. (or assignee thereof); provided that b) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise any CrowdEngine Indemnitee otherwise entitled to the indemnification under Section 10.1(a) makes a claim for indemnification was in pursuant to Section 10.1(a) but it is judicially determined (by the best interests entry of the Customer, and (ii) the act, omission, conduct a final judgment or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits decree by a court of competent jurisdiction as and the expiration of time to appeal or the particular indemniteedenial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that Section 10.1(a) provides for indemnification in such case, or (iiiii) a court contribution under the Securities Act may be required on the part of competent jurisdiction approves a settlement any party hereto for which indemnification is provided under Section 10.1(a), then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of Customer and the CrowdEngine Indemnitee in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of Customer and of the claims against CrowdEngine Indemnitee will be determined by reference to, among other things, whether the particular indemnitee and finds that indemnification untrue or allegedly untrue statement of a material fact, or the settlement and related costs should be madeomission or alleged omission of a material fact, provided with regard relates to such court approval, information supplied by Customer or by the indemnitee must apprise the court of the position of the SEC CrowdEngine Indemnitee and the positions of the respective securities administrators of Massachusettsparties' relative intent, Missouriknowledge, Tennessee and/or those other states access to information, and jurisdictions in which the plaintiffs claim that they were offered opportunity to correct or sold Unitsprevent such statement or omission; provided, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermorehowever, that, in any action or proceeding brought by a limited partner in such case no Person guilty of fraudulent misrepresentation (within the right meaning of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to Section 11(f) of the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Securities Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to will be entitled to indemnification hereundercontribution from any Person who was not guilty of such fraudulent misrepresentation; provided, further, however, in no event will the aggregate liability for all CrowdEngine Indemnitees for contribution under this Section 10.1(b) exceed the limitation of liability amount set forth in Section 11, except in the case of willful misconduct or fraud by a CrowdEngine Indemnitee.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' ’ and accountants' ’ fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner Limited Partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner Limited Partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) A court of competent jurisdiction upon entry of a final judgment shall find (or, if no final judgment is entered, an opinion is rendered to the Customer by independent legal counsel, who shall be other than counsel to the Customer, Xxxxxx Xxxxxxx or any affiliate thereof) to the effect that the act, omission, activity, or conduct or activity that was the basis for such loss, liability, damage, cost , or expense was not the result of bad faith, misconduct or negligencenegligence and was done in good faith and in the reasonable belief that it was in the best interests of the Customer. Notwithstanding the foregoing, no indemnification of MSIL Xxxxxx Xxxxxxx or its affiliates by the Customer shall be permitted for any losses, liabilities or expenses arising losses resulting from or out of any alleged liability incurred for violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits laws. Xxxxxx Xxxxxxx and its affiliates shall be indemnified for settlements and related expenses of each count involving alleged lawsuits alleging securities law violations as to the particular indemniteeand for expenses incurred in successfully defending such lawsuits, or (ii) such claims have been dismissed with prejudice on the merits by provided that a court of competent jurisdiction as to either (I) approves the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approvalor (ii) approves indemnification of litigation costs if a successful defense is made; provided, however, that Xxxxxx Xxxxxxx or its affiliate, as the indemnitee case may be, must apprise the court of the position of the SEC and (and, as long as any limited partner is a resident of Massachusetts or Tennessee, the positions of the respective securities administrators of Massachusettssuch states), Missouriand, Tennessee and/or those where violations of the securities laws or rules of any state or other states and jurisdictions in which jurisdiction had been alleged, the plaintiffs claim that they were offered position (if any) of the securities administrator of each such state or sold Unitsother jurisdiction whose laws or rules have allegedly been violated, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims claims, or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner Limited Partner (or assignee thereof); provided PROVIDED that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Xxxxxx Xxxxxxx or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided PROVIDED, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner Limited Partner in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim claim, lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim claim, lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. The Customer shall indemnify, defend indemnify and hold harmless MSIL Morgan Stanley and its affiliates stockholders, directors, officers, employees, xxx ixx xx xheir respective successors or assigns from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims claims, or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, omission or activity conduct undertaken by MSIL Morgan Stanley on behalf of Customerthe Customer pursuant to this Agreement, includingxxxxuxxxx, without xithout limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that a court of competent jurisdiction upon entry of final judgment shall find (ior, if no final judgment is entered, an opinion is rendered to the Customer by independent counsel who shall be other than counsel to the Customer, the general partner or Morgan Stanley) MSIL has determined, in good to the effect that the conduct that was the basis fxx xxxh xxxxxxity was not the result of bad faith, that the act, omission, conductmisconduct, or activity giving rise to the claim for indemnification negligence, and was done in a good faith belief that it was in, or not opposed to, the best interests of the Customer. Furthermore, in any action or preceding brought by a limited partner in the right of the Customer to which Morgan Stanley is a party defendant, Morgan Stanley shall be indemnxxxxx oxxx xx the extent and (ii) subject xx xxx xxxxxxxons specified in the actNew York Limited Partnership Act, omissionas amended and in effect on the date of the formation of the Customer. Indemnification by Morgan Stanley. Morgan Stanley shall indemnify and hold harmless thx Xxxxoxxx, conduct xxs xxxxxxrx, xxx its or activity that was the basis for such their respective successors or assigns from and against any loss, liability, damage, cost or expense was not (including attorneys' and accountants' fees and expenses incurred in the result defense of misconduct any demands, claims, or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses lawsuits) actually and reasonably incurred arising from any act, omission or out conduct undertaken by Morgan Stanley on behalf of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as Customer pursuant to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by this Agreement; xxxxixxx xxxt a court of competent jurisdiction as upon entry of final judgment shall find (or, if no final judgment is entered, by an opinion rendered to the particular indemniteeCustomer by independent counsel who shall be other than counsel to the Customer, the general partner or Morgan Stanley) to the effect that the conduct that was the basis fxx xxxh xxxxxxity was the result of bad faith, misconduct, or (iii) negligence, or was not done in a court of competent jurisdiction approves a settlement good faith belief that it was in, or not opposed to, the best interests of the claims against the particular indemnitee and finds that indemnification Customer, or was by reason of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court any material breach of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought this Agreement by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunderMorgan Stanley.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided PROVIDED that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided PROVIDED with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. (a) Customer shall indemnifyremains solely and exclusively liable for, and agrees to defend and hold harmless MSIL indemnify Cyclomedical, together with its shareholders, directors, officers, employees, representatives, agents, successors, Affiliates and its affiliates assigns (collectively, the “Cyclomedical Indemnified Parties”), from and against against, any loss, liability, damage, cost and all Losses incurred by any Cyclomedical Indemnified Party arising out of or expense resulting from (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuitsA) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken Research conducted by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the actuse of Products supplied by Cyclomedical to Customer for the purposes of Research, omission, conduct (iii) the negligence or activity that was willful misconduct of Customer or its Affiliates or Representatives; or (iv) any breach of any warranty or representation by Customer. This indemnity shall not be limited by reason of any insurance coverage required under the basis for such loss, liability, damage, cost or expense was not Agreement but shall be reduced to the result of misconduct or negligenceextent proceeds are received. Notwithstanding the foregoing, Customer has no indemnification of MSIL or its affiliates obligation to any Cyclomedical Indemnified Party to the extent that any the Claim by the Customer shall be permitted for any losses, liabilities or expenses arising Indemnified Party results from or out is aggravated by the negligence or willful misconduct of, or violation of any alleged violation applicable Law by, such Cyclomedical Indemnified Party. (b) The Cyclomedical Indemnified Parties’ rights of federal or state securities laws unless indemnification as set forth in this Section 9.2 are subject to all of the following: (iA) there has been a successful adjudication on Cyclomedical must provide Customer with Notice of the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits initial Claim by a court of competent jurisdiction as Cyclomedical Indemnified Party for indemnification under Section 9.2(a) (a “Cyclomedical Indemnification Claim”); (B) Customer has the sole right to the particular indemniteeselect legal counsel to defend, compromise or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee settle any and finds that indemnification of the settlement all actions, proceedings, and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, suits with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner Cyclomedical Indemnification Claim in the right sole discretion of Customer to which MSIL or any affiliate thereof Customer, except that (I) Cyclomedical is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.obtain separate counsel at Customer’s expense if material defenses are available to a Cyclomedical Indemnified Party that are not available to, or are incapable of being raised by, Customer, and

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Xxxxxx Xxxxxxx or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner Limited Partner (or assignee thereof); provided that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Xxxxxx Xxxxxxx or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner Limited Partner in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. The Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' attorney and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding anything to the contrary in the foregoing, no indemnification : neither Xxxxxx Xxxxxxx nor any of MSIL or its affiliates by Customer shall be permitted indemnified by the Customer for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised New York Uniform Limited Partnership Act, Act as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware New York law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims claims, or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of CustomerCustomer pursuant to this Agreement, including, without limitation, any demands, claims or lawsuits initiated by a Limited Partner (or a limited partner of the Limited Partner) (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding anything to the contrary contained in the foregoing, no indemnification neither MSIL nor any of MSIL or its affiliates shall be indemnified by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a Limited Partner (or a limited partner of the Limited Partner) in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim claim, lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim claim, lawsuit or legal action is not initiated by a Limited Partner (or a limited partnerpartner of the Limited Partner); and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) a court of competent jurisdiction upon entry of a final judgment shall find (or, if no final judgment is entered, an opinion is rendered to the Customer by independent legal counsel, who shall be other than counsel to the Customer, MSIL or any affiliate thereof) to the effect that the act, omission, activity, or conduct or activity that was the basis for such loss, liability, damage, cost , or expense was not the result of bad faith, misconduct or negligencenegligence and was done in good faith and in the reasonable belief that it was in the best interests of the Customer. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by the Customer shall be permitted for any losses, liabilities or expenses arising losses resulting from or out of any alleged liability incurred for violation of federal or state securities laws unless laws. MSIL and its affiliates shall be indemnified for settlements and related expenses of lawsuits alleging securities law violations and for expenses incurred in successfully defending such lawsuits, provided that a court either (i) there has been a successful adjudication on approves the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approvalor (ii) approves indemnification of litigation costs if a successful defense is made; provided, however, that MSIL or its affiliate, as the indemnitee case may be, must apprise the court of the position of the SEC and (and, as long as any limited partner is a resident of Massachusetts or Tennessee, the positions of the respective securities administrators of Massachusettssuch states), Missouriand, Tennessee and/or those where violations of the securities laws or rules of any state or other states and jurisdictions in which jurisdiction had been alleged, the plaintiffs claim that they were offered position (if any) of the securities administrator of each such state or sold Unitsother jurisdiction whose laws or rules have allegedly been violated, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. (a) To the fullest extent permissible by law, Customer shall indemnifywill defend, defend indemnify and hold harmless MSIL CrowdEngine and its affiliates from Affiliates, and their respective employees, officers, directors, attorneys, agents, independent contractors, assigns and representatives, (collectively, “ CrowdEngine Indemnitees”), including without limitation each individual, corporation, partnership, trust, limited liability company, association or other entity (each, a “Person”), if any, who controls such CrowdEngine Indemnitee within the meaning of the Securities Act of 1933, as amended (the “Securities Act”, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against any lossand all liabilities, liabilityclaims, damagelosses, cost reasonable costs and expenses, including reasonable attorneys’ fees together, “Damages”), which CrowdEngine Indemnitees have incurred or expense may incur as a result of any claim or action brought or that may be brought by a third party, to the extent relating to, in connection with, or arising out of (including attorneys' a) any violation of any Applicable Law by Customer; (b) the End User Information or Customer Content contained on the Customer Portal or the administration of any portion of the Customer Portal by Customer via the Administrative Accounts; (c) any breach by Customer of any representation, warranty, obligation or any other breach of this Agreement; (d) any violation of third party Proprietary Rights by any Customer Content provided by Customer or End Users hereunder; (e) any negligent, reckless or intentional acts or omissions by Customer or any of Customer’s employees, agents or representatives; or (f) anything published on the Customer Portal. Customer will have the right to select and accountants' fees and expenses incurred in control legal counsel for the defense of any demandssuch claim or action and for any negotiations relating to any such claim or action as it applies to or against Customer. CrowdEngine will reasonably cooperate in the investigation, defense and settlement of any claim or action and will provide prompt notice of any such claim or action or reasonably expected claim or action to Customer. CrowdEngine will have the right, but not the obligation, to retain its own separate legal counsel at its own expense to defend any such claim or action. If Customer fails or refuses to defend or settle any claims or lawsuits) actually and reasonably incurred arising from any actactions, omissionthen CrowdEngine will, conduct, or activity undertaken by MSIL on behalf of upon written notice to the Customer, including, without limitation, have the right to defend or settle (and (b) To provide for just and equitable contribution to joint liability under the Securities Act in any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that case in which either: (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise any CrowdEngine Indemnitee otherwise entitled to the indemnification under Section 10.1(a) makes a claim for indemnification was in pursuant to Section 10.1(a) but it is judicially determined (by the best interests entry of the Customer, and (ii) the act, omission, conduct a final judgment or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits decree by a court of competent jurisdiction as and the expiration of time to appeal or the particular indemniteedenial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that Section 10.1(a) provides for indemnification in such case, or (iiiii) a court contribution under the Securities Act may be required on the part of competent jurisdiction approves a settlement any party hereto for which indemnification is provided under Section 10.1(a), then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of Customer and the CrowdEngine Indemnitee in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of Customer and of the claims against CrowdEngine Indemnitee will be determined by reference to, among other things, whether the particular indemnitee and finds that indemnification untrue or allegedly untrue statement of a material fact, or the settlement and related costs should be madeomission or alleged omission of a material fact, provided with regard relates to such court approval, information supplied by Customer or by the indemnitee must apprise the court of the position of the SEC CrowdEngine Indemnitee and the positions of the respective securities administrators of Massachusettsparties’ relative intent, Missouriknowledge, Tennessee and/or those other states access to information, and jurisdictions in which the plaintiffs claim that they were offered opportunity to correct or sold Unitsprevent such statement or omission; provided, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermorehowever, that, in any action or proceeding brought by a limited partner in such case no Person guilty of fraudulent misrepresentation (within the right meaning of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to Section 11(f) of the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Securities Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to will be entitled to indemnification hereundercontribution from any Person who was not guilty of such fraudulent misrepresentation; provided, further, however, in no event will the aggregate liability for all CrowdEngine Indemnitees for contribution under this Section 10.1(b) exceed the limitation of liability amount set forth in Section 11, except in the case of willful misconduct or fraud by a CrowdEngine Indemnitee.

Indemnification by Customer. The Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' attorney and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding anything to the contrary in the foregoing, no indemnification : neither MSIL nor any of MSIL or its affiliates by Customer shall be permitted indemnified by the Customer for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised New York Uniform Limited Partnership Act, Act as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware New York law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims claims, or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 23. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim claim, lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim claim, lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' attorney's and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of CustomerCustomer pursuant to this Agreement, including, without limitation, any demands, claims or lawsuits initiated by a limited partner Limited Partner (or assignee thereof); provided that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding anything to the contrary contained in the foregoing, no indemnification neither Xxxxxx Xxxxxxx nor any of MSIL or its affiliates shall be indemnified by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner Limited Partner in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, Act as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Morgan Stanley and its affiliates from and against any loss, liabilityliabixxxx, damagedxxxxx, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Morgan Stanley on behalf of Customer, including, without limitationlimitatiox, any demandsxxx xxxxxxx, claims or lawsuits initiated by a limited partner Limited Partner (or assignee thereof); provided that (i) MSIL Morgan Stanley has determined, in good faith, that the act, omissionomissixx, conductxxnxxxx, or xr activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Morgan Stanley or its affiliates by Customer shall be permitted for any lossesfox xxx lxxxxx, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL Morgan Stanley or any affiliate thereof is a party defendant, any such person shall xxxx xexxxx xxall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Morgan Stanley or its affiliates hereunder only if: (i) the demand, claim lawsuit xxxxm xxxxxxt or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, amended and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to the Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a Limited Partner (or a limited partner of the Limited Partner) (or assignee thereof); provided that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Xxxxxx Xxxxxxx or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (ia) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iiic) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a Limited Partner (or a limited partner of the Limited Partner) in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a Limited Partner (or a limited partnerpartner of the Limited Partner); and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of CustomerCustomer pursuant to this Agreement, including, without limitation, any demands, claims or lawsuits initiated by a limited partner Limited Partner (or assignee thereof); provided that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding anything to the contrary contained in the foregoing, no indemnification neither Xxxxxx Xxxxxxx nor any of MSIL or its affiliates by Customer shall be permitted indemnified by the Customer for any losses, liabilities or expenses arising from or out of any an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner Limited Partner in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Morgan Stanley and its affiliates from and against any loss, liabilityliabilixx, damagexxmxxx, cost xxst or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Morgan Stanley on behalf of Customer, including, without limitation, any demandsxxx xexxxxx, claims or lawsuits initiated by a limited partner Limited Partner (or assignee thereof); provided that (i) MSIL Morgan Stanley has determined, in good faith, that the act, omission, conductxxxxuxx, or xx activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Morgan Stanley or its affiliates by Customer shall be permitted for any lossesxxx xxsxxx, liabilities xxabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL Morgan Stanley or any affiliate thereof is a party defendant, any such person shall suxx xxxsxx xxxxl be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Morgan Stanley or its affiliates hereunder only if: (i) the demand, claim lawsuit xxxxx lxxxxxx or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner Limited Partner (or assignee thereof); provided that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Xxxxxx Xxxxxxx or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner Limited Partner in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' attorney's and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of CustomerCustomer pursuant to this Agreement, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) a court of competent jurisdiction upon entry of a final judgment shall find (or, if no final judgment is entered, an opinion is rendered to the Customer by independent legal counsel, who shall be other than counsel to the Customer, Xxxxxx Xxxxxxx or any affiliate thereof) to the effect that the act, omission, activity, or conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of bad faith, misconduct or negligencenegligence and was done in the good faith and in the reasonable belief that it was in the best interests of the Customer. Notwithstanding the foregoing, no indemnification of MSIL Xxxxxx Xxxxxxx or its affiliates by the Customer shall be permitted for any losses, liabilities or expenses arising losses resulting from or out of any alleged liability incurred for violation of federal or state securities laws unless laws. Xxxxxx Xxxxxxx and its affiliates shall be indemnified for settlements and related expenses of lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that a court either (i) there has been a successful adjudication on approves the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approvalor (ii) approves indemnification of litigation costs if a successful defense is made; provided, however, that Xxxxxx Xxxxxxx or its affiliate, as the indemnitee case may be, must apprise the court of the position of the SEC and (and, as long as any limited partner is a resident of Massachusetts or Tennessee, the positions of the respective securities administrators of Massachusettssuch states) and, Missouriwhere violations of the securities laws or rules of any state or other jurisdiction had been alleged, Tennessee and/or those the position (if any) of the securities administrator of each such state or other states and jurisdictions in which the plaintiffs claim that they were offered jurisdiction whose laws or sold Unitsrules have allegedly been violated, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner Limited Partner in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, Act as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partnerLimited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

Indemnification by Customer. Customer shall indemnify, defend and hold harmless MSIL Xxxxxx Xxxxxxx and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL Xxxxxx Xxxxxxx on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that that (i) MSIL Xxxxxx Xxxxxxx has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL Xxxxxx Xxxxxxx or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner Limited Partner in the right of Customer to which MSIL Xxxxxx Xxxxxxx or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 25. The Customer shall make advances to MSIL Xxxxxx Xxxxxxx or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.