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. 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. 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 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 Partnership shall indemnify the General Partner and its Affiliates, as well as each of their respective directors, officers, partners, members, shareholders, employees and agents (each, an "Indemnified Party"), to the fullest extent permitted by law, from and against any loss, cost, expense (including attorneys' fees), damage, judgment and/or liability suffered or sustained by them in connection with any action, suit or proceeding (including any proceeding before any administrative or legislative body or agency) to which such Indemnified Party may be made a party or otherwise involved by reason of any acts, omissions or alleged acts or omissions arising out of their activities on behalf of the Partnership; provided, however, that an Indemnified Party shall not be so indemnified with respect to any matter as to which such Indemnified Party shall not have acted in good faith in what the Indemnified Party reasonably believed was consistent with the duties of such Indemnified Party as set forth herein. An Indemnified Party shall be entitled to indemnification pursuant to this Section 6.10, only to the extent that such Indemnified Party does not have the right to and in fact does not recover amounts with respect to the claim upon which the demand for indemnification is based from third parties whether due to indemnification by such third parties, insurance or otherwise, provided, that the amount an Indemnified Party is entitled to recover from the Partnership pursuant to indemnification hereunder shall include all expenses, including reasonable attorneys' fees, of collecting such amounts from such third parties. The right of indemnification granted by this Section 6.10 shall be in addition to any rights to which an Indemnified Party may otherwise be entitled and shall inure to the benefit of the successors, assigns, executors or administrators of such Indemnified Party. The Partnership shall pay the expenses incurred by an Indemnified Party in defending an action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if there shall be an adjudication or determination that it is not entitled to indemnification as provided herein. The right of indemnity or reimbursement granted in this Section 6.10 may not be satisfied except out of the assets of the Partnership, and no Partner shall be personally liable with respect to any such c...
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. 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. 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. (a) The Partnership, its receivers, or its trustee shall indemnify, save harmless, and pay all judgments and claims against any General Partner and General Partner Affiliates ("Indemnified Parties") relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Indemnified Parties in connection with the business of the Partnership, including attorneys' fees incurred by such Indemnified Parties in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by law.
(b) In the event of any action by a Limited Partner against any Indemnified Parties, including a Partnership derivative suit, the Partnership shall indemnify, save harmless, and pay all expenses of such Indemnified Parties, including attorneys' fees, incurred in the defense of such action, if the Indemnified Parties are successful in such action.
(c) The Partnership shall indemnify, save harmless, and pay all expenses, costs, or liabilities of any General Partner who for the benefit of the Partnership makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who suffers any financial loss as the result of such action.
(d) Notwithstanding the provisions of Sections 5.5(a), 5.5(b) and 5.5(c) above, none of the Indemnified Parties shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
