Common use of Indemnification of General Partner Clause in Contracts

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 claim for indemnity or reimbursement in excess of its Capital Commitment.

Indemnification of General Partner. The (a) To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless the General Partner Partner, each Affiliate and its Affiliates, as well as each the legal representatives of their respective directors, officers, partners, members, shareholders, employees and agents any of them (each, an "Indemnified Party"), to the fullest extent permitted by law, from and against any loss, cost, loss or expense (including attorneys' fees), damage, judgment and/or liability suffered or sustained by them an Indemnified Party by reason of the fact that said person is or was an Indemnified Party, including, without limitation, any judgment, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, suit actual or threatened action or proceeding (including collectively, "Losses"), provided that such Losses resulted from (i) a mistake of judgment or action or inaction taken by an Indemnified Party honestly and in good faith that said Indemnified Party reasonably believed to be in the best interests of the Partnership, and, in the case of criminal proceedings, that the Indemnified Party had no reasonable cause to believe was unlawful or (ii) the negligence, dishonesty or bad faith of any employee, broker or other agent of the Partnership provided that such employee, broker or other agent was selected, retained or engaged by the Indemnified Party with reasonable care. The Partnership shall, in the discretion of the General Partner, advance to any Indemnified Party reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any action or proceeding before that arises out of such conduct. In the event that such an advance is made by the Partnership, the Indemnified Party shall agree to reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that it was not entitled to indemnification under this Sec. 2.06. (b) The indemnification provided by this Sec. 2.06 shall not be deemed to be exclusive of any administrative or legislative body or agency) other rights to which such each Indemnified Party may be made entitled under any agreement, or as a party matter of law, or otherwise involved by reason of any actsotherwise, omissions or alleged both as to action in such Indemnified Party's official capacity and to action in another capacity, and shall continue as to such Indemnified Party who has ceased to have an official capacity for acts or omissions arising out of their activities on behalf during such official capacity or otherwise when acting at the request 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 General Partner and shall inure to the benefit of the successorsheirs, assigns, executors or successors and administrators of such Indemnified Party. (c) Notwithstanding any of the foregoing to the contrary, the provisions of this Sec. The Partnership 2.06 shall pay not be construed so as to provide for the expenses incurred by indemnification of an Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in defending an action, suit violation of applicable law or proceeding in advance of the final disposition of that 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 liability may not be satisfied except out of the assets of the Partnershipwaived, and no Partner modified or limited under applicable law, but shall be personally liable with respect construed so as to any such claim for indemnity or reimbursement in excess effectuate the provisions of its Capital Commitmentthis Sec. 2.06 to the fullest extent permitted by law.

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 a) To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless the General Partner, the Investment Manager and each Affiliate and the legal representatives of any of them (each, an “Indemnified Party”), from and against any loss, cost, cost or expense (including attorneys' fees), damage, judgment and/or liability suffered or sustained by them an Indemnified Party by reason of the fact that said Person is or was an Indemnified Party, including, without limitation, any judgment, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any action, suit actual or threatened action or proceeding or claim (including collectively, “Losses”), provided that such Losses resulted from (i) a mistake of judgment or action or inaction that was not made in bad faith and did not constitute fraud, willful misconduct or gross negligence by such Indemnified Party, and, in the case of criminal proceedings, that the Indemnified Party had no reasonable cause to believe was unlawful or (ii) the negligence, dishonesty or bad faith of any employee, broker or other agent of the Partnership provided that such employee, broker or other agent was selected, retained or engaged by the Indemnified Party in good faith. The Partnership shall, in the sole discretion of the General Partner, advance to any Indemnified Party reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action or proceeding before that arises out of such conduct. In the event that such an advance is made by the Partnership, the Indemnified Party shall agree to reimburse the Partnership for such fees, costs and expenses to the extent that it shall be determined that it was not entitled to indemnification under this Sec. 2.06. (b) The indemnification provided by this Sec. 2.06 shall not be deemed to be exclusive of any administrative or legislative body or agency) other rights to which such each Indemnified Party may be made entitled under any agreement, or as a party matter of law, or otherwise involved by reason of any actsotherwise, omissions or alleged both as to action in such Indemnified Party’s official capacity and to action in another capacity, and shall continue as to such Indemnified Party who has ceased to have an official capacity for acts or omissions arising out of their activities on behalf during such official capacity or otherwise when acting at the request 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 General Partner and shall inure to the benefit of the successorsheirs, assigns, executors or successors and administrators of such Indemnified Party. (c) Notwithstanding any of the foregoing to the contrary, the provisions of this Sec. The Partnership 2.06 shall pay not be construed so as to provide for the expenses incurred by indemnification of an Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in defending an action, suit violation of applicable law or proceeding in advance of the final disposition of that 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 liability may not be satisfied except out of the assets of the Partnershipwaived, and no Partner modified or limited under applicable law, but shall be personally liable with respect construed so as to any such claim for indemnity or reimbursement in excess effectuate the provisions of its Capital Commitmentthis Sec. 2.06 to the fullest extent permitted by law.

Indemnification of General Partner. The Partnership shall indemnify the General Partner and Partner, its Affiliates, as well as each of their respective directors, officers, partners, members, shareholders, employees employees, affiliates and agents (eachagents, an "Indemnified Party"), shall be indemnified to the fullest extent permitted by law, from and law by the Partnership against any loss, cost, expense (including attorneys' fees), damage, judgment and/or liability suffered reasonably incurred by or sustained by them imposed upon the General Partner or such other persons in connection with any action, suit or proceeding (including any proceeding before any administrative or legislative body or agency) to which the General Partner or such Indemnified Party other persons may be made a party or otherwise involved or with which the General Partner or such other persons shall be threatened by reason of any actsbeing or having been, omissions or alleged acts or omissions arising out of their activities acting on behalf of of, the PartnershipGeneral Partner; provided, however, that an Indemnified Party the General Partner or such other persons shall not be so indemnified with respect to any matter as to which the General Partner or such Indemnified Party other persons shall not have acted in good faith in what the Indemnified Party General Partner or such other persons reasonably believed was consistent with in, or not opposed to, the duties best interests of the Partnership. The General Partner or such Indemnified Party as set forth herein. An Indemnified Party other persons shall be entitled to indemnification pursuant to this Section 6.1012.4, only to the extent that the General Partner or such Indemnified Party other persons 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 the General Partner or such other persons 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 12.4 shall be in addition to any rights to which an Indemnified Party the General Partner or such other persons may otherwise be entitled and shall inure to the benefit of the successors, assigns, executors or administrators of the General Partner or such Indemnified Partyother persons. The Partnership shall pay the expenses incurred by an Indemnified Party the General Partner or such other persons 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 the General Partner or such Indemnified Party other persons 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 12.4 may not be satisfied except out of the assets of the Partnership, and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement in excess of its Capital Commitmentreimbursement.