Indemnification of General Partner. The Partnership shall indemnify the General Partner, the members, managers, directors, officers, agents and employees of the General Partner against any losses, liabilities, damages and expenses to which any of such persons may become subject, including attorneys’ fees, judgments and amounts paid in settlement, actually and reasonably incurred by them, and advance all expenses to them, in connection with any threatened, pending or completed action, suit or proceeding to which any of them was or is a party or is threatened to be made a party by reason of the direct or indirect association by them with the Partnership to the maximum extent permitted by applicable law.
Indemnification of General Partner. A General Partner shall not be liable to the Partnership or the Limited Partners for any act or omission performed or omitted by the General Partner in good faith pursuant to the authority granted to the General Partner by the Partnership Agreement, but not for fraud, bad faith or gross negligence. The Partnership shall indemnify the General Partner for any loss or damage incurred by the General Partner on behalf of the Partnership in or in furtherance of the Partnership interests, except for liability arising out of fraud, bad faith or gross negligence. If a claim for indemnification against liabilities under the Securities Act of 1933 (other than for expenses incurred in successful defense) is asserted against the Partnership by the General Partner under the Agreement or otherwise, the Partnership will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question of whether such indemnification by it is against public policy, and will be governed by the final adjudication of such issue. In the event the General Partner pays any debt of the Partnership, the General Partner shall be reimbursed therefor from Partnership assets.
Indemnification of General Partner. The General Partner shall not be liable to the Partnership or any of its Partners for any losses, claims, damages or liabilities to which the Partnership or the Limited Partners may become subject insofar as any such losses, claims, damages or liabilities arise out of or are based upon any act, error or omission or alleged act, error or omission or negligence or any other matter, except for any such losses, claims, damages or liabilities resulting from the willful misconduct or gross negligence of the General Partner. The General Partner shall be indemnified by the Partnership for any act performed by it within the scope of the authority conferred upon it by this Agreement; provided, however, that such indemnification shall be payable by the Partnership only if the General Partner (a) acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership and the Partners, and (b) had no reasonable grounds to believe that its conduct was grossly negligent or unlawful. No indemnification may be made by the Partnership in respect of any claim, issue or matter as to which the General Partner shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of its duty to the Partnership unless, and only to the extent that, the court in which such action or suit was brought determines that in view of all the circumstances of the case, despite the adjudication of liability for gross negligence or willful misconduct, the General Partner is fairly and reasonably entitled to indemnification for those expenses which the court deems proper. Any indemnity under this Section 6.7 shall be paid from, and only to the extent of, Partnership assets, and no Limited Partner shall have any personal liability on account thereof.
Indemnification of General Partner. The Partnership shall indemnify and hold harmless the General Partner and its officers, directors, agents, and representatives from and against any loss, damage, liability, cost or expense (including reasonable attorney’s fees) arising out of any act or failure to act by the General Partner, specifically excluding its sole, partial, or concurrent negligence, to the greatest extent permitted under the Act.
Indemnification of General Partner. To the fullest extent provided by law, the Partnership shall indemnify the General Partner and its parent corporation, their shareholders, officers, directors, partners, agents and employees, and hold them harmless from and against all claims and liabilities arising from, or related to, any qualified act or omission of the Partnership and/or the General Partner under this Agreement, including all damages, judgments, fees, settlements, costs and attorneys' fees actually and reasonably paid or incurred by the General Partner or its parent corporation in connection with any action, claim, suit or proceeding covered by this indemnity. A "qualified act or omission" for purposes of this Section 4.4 is an act or omission done in good faith or in a manner the General Partner or its parent corporation reasonably believed to be in, or not opposed to, the best interest of the Partnership.
Indemnification of General Partner. The General Partner shall be indemnified and held harmless by the Partnership from and against any and all claims of any nature, whatsoever, arising out of or incidental to the General Partner's management of Partnership affairs; provided, however, that the General Partner shall not be entitled to indemnification hereunder for liability arising out of gross negligence or willful misconduct of the General Partner or the breach by the General Partner of any provisions of this Agreement.
Indemnification of General Partner. The Partnership shall indemnify, defend and hold harmless the General Partner and its officers, directors, stockholders, employees, agents and affiliates and each person, if any, who controls any of them from and against any loss, liability, damage, cost or expense (including legal fees and expenses incurred in defense of any demands, claims or lawsuits) actually and reasonably incurred arising from actions or omissions concerning the business or activities undertaken by or on behalf of the Partnership from any source including, without limitation, any demands, claims or lawsuits initiated by a Limited Partner, if the acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding, or claim is based were for a purpose reasonably believed to be in, or not opposed to, the best interests of the Partnership and were not (i) in violation of federal or state securities laws, (ii) performed or omitted as a result of intentional or criminal wrongdoing or gross negligence or willful misconduct or (iii) in violation of the General Partner’s fiduciary obligations to the Partnership. All rights to indemnification and payment of legal fees and expenses shall not be affected by the termination of the Partnership or the withdrawal, dissolution or insolvency of the General Partner.
Indemnification of General Partner. AND OTHERS The Partnership will indemnify the General Partner, each of its managers and members and their respective partners, employees, agents and affiliates, including without limitation the Management Agent and the partners, stockholders and employees of the Management Agent, against any losses, liabilities, damages or expenses (including amounts paid for reasonable attorneys fees, judgments and settlements in connection with any threatened, pending or completed action, suit or proceeding but excluding the amounts described in Section 4.1 as payable by the General Partner or the Management Agent) to which any of such persons may become subject in connection with the Partnership or in connection with any involvement with a Portfolio Company (including serving as an officer, director, consultant or employee of any Portfolio Company) directly or indirectly on behalf of the Partnership but, in each case, only to the extent that such person:
Indemnification of General Partner. (a) The Partnership shall indemnify, defend, and hold harmless the General Partner from and against any loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of any demands, claims, suits, actions, or proceedings against the General Partner, by reason of any act or omission performed by it (including its employees and agents) while acting in good faith on behalf of the Partnership and within the scope of the authority of the General Partner pursuant to this Agreement, and any amount expended in any settlement of any such claim of liability, loss, or damage; provided, however, that: (i) the General Partner must have in good faith believed that such action was in the best interests of the Partnership and in accordance with applicable law, and such course of action or inaction must not have constituted gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant or agreement set forth in this Agreement, or breach of its fiduciary duties; and (ii) any such indemnification shall be recoverable solely from the assets of the Partnership (other than any Partnership assets which would cause a recapture or disallowance of Credit under applicable law) and not from the assets of the Limited Partner, and no Partner shall be personally liable therefor. This indemnity shall be operative only in the context of third-party suits, and not in connection with demands, claims, suits, actions or proceedings initiated by any Partner or any Affiliate thereof against another Partner, nor in connection with any violation by the General Partner of its obligations hereunder.
Indemnification of General Partner. 10.4.1 The Partnership, its receiver, or its trustee shall indemnify the General Partner; any partners of the General Partner; any officers, directors, shareholders, employees, agents, attorneys, subsidiaries, or assignees of the General Partner or its partners and any Affiliates of the General Partner or its partners against all liabilities and expenses (including penalties, fines, attorneys’ fees, and amounts paid in compromise of a claim or to satisfy a judgment) reasonably incurred by any of them in defending or disposing of any threatened or actual civil, criminal, or administrative suit or proceeding arising out of or in any way relating to the Partnership, the business of the Partnership, or from acting or having acted as a General Partner or an Affiliate of the General Partner. Notwithstanding anything to the contrary in this Paragraph 10.4.1, no person shall be indemnified as to any matter caused by the person’s gross negligence, fraud, or criminal act or as to any matter in which the person is adjudicated to have acted in bad faith or with willful misconduct.
