Common use of Indemnification of General Partner Clause in Contracts

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. 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 '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.