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.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Investment Grade R.E. Income Fund, L.P.), Limited Partnership Agreement (Investment Grade R.E. Income Fund, L.P.), Limited Partnership Agreement (Investment Grade R.E. Income Fund, L.P.)
