Common use of Indemnification from Sales Agents to Other Parties Clause in Contracts

Indemnification from Sales Agents to Other Parties. The Sales Agents agree to indemnify and hold harmless the General Partner, the Fund, and each person, if any, who controls either of them within the meaning of Section 15 of the Securities Act, from and against any and all losses, claims, damages, liabilities and expenses including, but not limited to, any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted to which, jointly or severally, they, or any of them, may become subject under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Commodity Exchange Act, as amended, any other Federal or state statutory or foreign law or regulation, at common law or otherwise, insofar as the losses, claims, damages, liabilities or expenses indemnified against arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which was made to a prospect or subscriber to Units by the Sales Agents or either of them; provided, however, that the obligation of the Sales Agents to indemnify the Fund or the General Partner, or any person who controls them, hereunder shall be limited to the total price of the Units sold by the Sales Agent; and, provided, further, that the final award or court order specifically find the Sales Agent was guilty of such misrepresentation.

Indemnification from Sales Agents to Other Parties. The Sales Agents agree to indemnify and hold harmless the General PartnerManager, the FundPool, and each person, if any, who controls either of them within the meaning of Section 15 of the Securities Act, from and against any and all losses, claims, damages, liabilities and expenses including, but not limited to, any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted to which, jointly or severally, they, or any of them, may become subject under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Commodity Exchange Act, as amended, any other Federal or state statutory or foreign law or regulation, at common law or otherwise, insofar as the losses, claims, damages, liabilities or expenses indemnified against arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which was made to a prospect or subscriber to Units by the Sales Agents or either of themthem or based upon such Sales Agents' violation of any applicable Federal, State or other applicable regulation or self-regulatory requirement in connection with the offer or sale of units by such Sales Agents; provided, however, that the obligation of the Sales Agents to indemnify the Fund Pool or the General PartnerManager, or any person who controls them, hereunder shall be limited to the total price of the Units sold by the Sales Agent; and, provided, further, that the final award or court order specifically find the Sales Agent was guilty of such misrepresentation.

Indemnification from Sales Agents to Other Parties. The Sales Agents agree to indemnify and hold harmless the General Partner, the Fund, and each person, if any, who controls either any of them within the meaning of Section 15 of the Securities Act, from and against any and all losses, claims, damages, liabilities and expenses including, but not limited to, any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted to which, jointly or severally, they, or any of them, may become subject under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Commodity Exchange Act, as amended, any other Federal or state statutory or foreign law or regulation, at common law or otherwise, insofar as the losses, claims, damages, liabilities or expenses indemnified against arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which was made to a prospect or subscriber to Units by the Sales Agents or either of them; provided, however, that the obligation of the Sales Agents to indemnify the Fund or the General Partner, or any person who controls them, hereunder shall be limited to the total price of the Units sold by the Sales Agent; and, provided, further, that the final award or court order specifically find the Sales Agent was guilty of such misrepresentationAgents.