Common use of Indemnification of General Partner Clause in Contracts

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.

Indemnification of General Partner. (a) The PartnershipGeneral Partner or its Affiliates and each of their respective successors in interest; (i) any Person that directly or indirectly, its receiversthrough one or more intermediaries, controls, is controlled by, or is under common control with the General Partner; (ii) any officers, directors, shareholders, controlling Persons, partners, members, employees, representatives, directors or agents of the General Partner, or any of their respective Affiliates; and (ii) any officer, employee or agent of any such Person named in clause (ii); (iii) any member of the or similar; (iv) the Partnership Representative; and (v) any person who was any of the foregoing at the time of the act or omission in question (collectively, a “Covered Person”), shall not be liable to the Fund or its trustee shall indemnify, save harmless, and pay all judgments and claims against any General Partner and General Partner Affiliates Limited Partners for ("Indemnified Parties"A) relating to any liability or damage incurred by reason of any act performed or omitted omission made by it in the absence of this Agreement or gross negligence, or (B) losses due to be performed the negligence of brokers or other agents of the Fund. The Fund will indemnify each Covered Person for any loss, damage, or expense incurred by such Indemnified Parties Covered Person on behalf of the Fund or in furtherance of the interest of the Limited Partners or otherwise arising out of or in connection with the Fund or the business of the PartnershipFund, including attorneys' fees incurred except for losses arising from such Covered Person’s own fraud, willful misconduct, willful and material violation of a material provision of this Agreement or gross negligence. Limited Partners will not be individually obligated with respect to such indemnification beyond their respective contributions and the amount of distributions 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 Fund to Limited Partners described under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by lawSection 4.4. (b) In the event of any action by a Limited Partner against any Indemnified Parties, including a Partnership derivative suitNotwithstanding subsection (a) above, the Partnership Fund shall indemnify, save harmless, and pay all not indemnify any Covered Person for liability imposed or 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 claim arising out of a violation of the Securities Act, or any other federal or state securities law, with respect to the offer and sale of the Limited Partnership Interests. Indemnification will be acquired allowed for settlements and related expenses in lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided, that (i) the General Partner is successful in defending the action, (ii) the indemnification is specifically approved by the Partnership and who suffers any financial loss court of law which shall have been advised as to the result of such action. (d) Notwithstanding the provisions of Sections 5.5(a), 5.5(b) and 5.5(c) above, none current position of the Indemnified Parties shall be indemnified from Securities and Exchange Commission (as to any liability for fraudclaim involving allegations that the Securities Act was violated) or the applicable state authority (as to any claim involving allegations that the applicable state’s securities laws were violated) or (iii) in the opinion of the counsel of the Fund, bad faith, willful misconduct or gross negligencethe right to indemnification has been settled by controlling precedent.

Indemnification of General Partner. (a) The Partnership, its receiversreceiver, or its trustee shall indemnify, save harmless, and pay all judgments and claims against any the General Partner and General Partner Affiliates ("Indemnified Parties") its Representatives relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Indemnified Parties General Partner and its Representatives in connection with the business of the Partnership, including attorneys' fees incurred by such Indemnified Parties General Partner and its Representatives 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 the Limited Partner against any Indemnified Partiesthe General Partner and/or its Representatives, including a Partnership derivative suit, the Partnership shall indemnify, save harmless, and pay all expenses of such Indemnified Partiesthe General Partner and its Representatives, including attorneys' fees, incurred in the defense of such action, if the Indemnified Parties General Partner and its Representatives are successful in such action. (c) The Partnership shall indemnify, save harmless, and pay all expenses, costs, or liabilities of any the General Partner and its Representatives 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 neither the General Partner nor any of the Indemnified Parties its Representatives shall be indemnified from any liability for fraud, bad faith, willful misconduct misconduct, or gross negligence.