Common use of Indemnification of Indemnitees Clause in Contracts

Indemnification of Indemnitees. (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, as a result of acting on behalf of or performing services for the Partnership, only if it is determined that (i) the Indemnitee acted in good faith and (ii) that the Indemnitee reasonably believed that the act or omission was in the Partnership’s best interests, or if the act or omission was outside the Indemnitee’s official capacity acting on behalf of the Partnership, that the act or omission was at least not opposed to the Partnership’s best interests. Notwithstanding the foregoing, each Indemnitee shall be liable, responsible and accountable, and the Partnership shall not be liable to an Indemnitee (other than for reasonable expenses advanced pursuant to Section 6.3(c) below), with respect to a proceeding in which (i) the Indemnitee is found liable on the basis that the Indemnitee improperly received personal benefit, whether or not the benefit resulted from an action taken in the Indemnitee’s official capacity, or (ii) the Indemnitee is found liable to the Partnership or the Limited Partners. The Partnership shall not indemnify or hold harmless the Indemnitee if the loss or liability was the result of the Indemnitee’s gross negligence or willful misconduct (in the case of an Indemnitee who was an Independent Director (as defined in the Articles of Incorporation)) or was the result of the Indemnitee’s negligence or misconduct (in the case of all other Indemnitees). The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.3(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not alone determine that the Indemnitee acted in a manner contrary to that specified in this Section 6.3(a). Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership. (b) Notwithstanding anything to the contrary contained in the provisions of Section 6.3(a), the Partnership shall not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by an Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Partnership were offered or sold as to indemnification for violations of securities laws. (c) The Partnership shall pay or reimburse reasonable legal expenses and other costs incurred by an Indemnitee in advance of final disposition of a proceeding if all of the following are satisfied: (i) the proceeding relates to acts or omissions with respect to the performance of duties for services on behalf of the Partnership, (ii) the Indemnitee provides the Partnership with written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.3, (iii) the legal proceeding was initiated by a third party who is not a stockholder of the General Partner or Limited Partner, or if by a stockholder of the General Partner or Limited Partner acting in his or her capacity as such, a court of competent jurisdiction approves such advancement, and (iv) the Indemnitee provides the Partnership with a written agreement to repay the amount paid or reimbursed by the Partnership, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct and is not entitled to indemnification. (d) The Indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. (e) The Partnership may purchase and maintain insurance or establish other arrangements, including without limitation trust arrangements and letters of credit on behalf of or to secure indemnification obligations owed to the Indemnitees and such other Persons as the General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. (f) For purposes of this Section 6.3, (i) the Partnership shall be deemed to have requested an Indemnitee to serve as a fiduciary of an employee benefit plan whenever the performance by the Indemnitee of its duties to the Partnership also imposes duties on the Indemnitee, or otherwise involves services by the Indemnitee to the plan or participants or beneficiaries of the plan; (ii) excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and (iii) actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. (g) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. (h) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (i) The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights in or be for the benefit of any other Persons. (j) Neither the amendment nor repeal of this Section 6.3, nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section 6.3, shall apply to or affect in any respect the applicability of this Section 6.3 with respect to any act or failure to act that occurred prior to such amendment, repeal or adoption. (k) Notwithstanding the preceding, the indemnification provided under this Section 6.3 shall be limited to the extent it would provide greater indemnification than would be allowed under Article XII of the Articles of Incorporation.

Indemnification of Indemnitees. (a) The Partnership To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall indemnify an Indemnitee be indemnified and held harmless by each of Opco and FinanceCo from and against any and all losses, claims, damages, liabilitiesLiabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlementspenalties, and interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement and whether formal or informal and including appeals, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of, in connection with or related to the Services or the Business or such Indemnitee’s status as a result of acting on behalf of or performing services for the Partnershipan Indemnitee, only if it is determined that WHETHER DUE IN WHOLE OR IN PART TO A PRE-EXISTING DEFECT, NEGLIGENT ACTS OR OMISSIONS (i) the Indemnitee acted in good faith and (ii) WHETHER SOLE, JOINT ON CONCURRENT), STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNITEE, ITS CONTRACTORS OR SUBCONTRACTORS; provided that the Indemnitee reasonably believed that the act or omission was in the Partnership’s best interests, or if the act or omission was outside the Indemnitee’s official capacity acting on behalf of the Partnership, that the act or omission was at least not opposed to the Partnership’s best interests. Notwithstanding the foregoing, each Indemnitee shall be liable, responsible and accountable, and the Partnership shall not be liable to an Indemnitee (other than for reasonable expenses advanced pursuant to Section 6.3(c) below), with respect to a proceeding in which (i) the Indemnitee is found liable on the basis that the Indemnitee improperly received personal benefit, whether or not the benefit resulted from an action taken in the Indemnitee’s official capacity, or (ii) the Indemnitee is found liable to the Partnership or the Limited Partners. The Partnership shall not indemnify or hold indemnified and held harmless the Indemnitee if the loss or liability was the result of the Indemnitee’s gross negligence or willful misconduct (in the case of an Indemnitee who was an Independent Director (as defined in the Articles of Incorporation)) or was the result of the Indemnitee’s negligence or misconduct (in the case of all other Indemnitees). The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.3(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not alone determine that the Indemnitee acted in a manner contrary to that specified in this Section 6.3(a). Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership. (b) Notwithstanding anything to the contrary contained in the provisions of Section 6.3(a), the Partnership shall not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by an Indemnitee unless one or more of the following conditions are met: (i) Agreement if there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular Indemnitee, (ii) such claims have been dismissed with prejudice on the merits final and non-appealable judgment entered by a court of competent jurisdiction as to the particular Indemniteedetermining that, or (iii) a court of competent jurisdiction approves a settlement in respect of the claims against a particular matter for which the Indemnitee and finds that is seeking indemnification of pursuant to this Agreement, the settlement and Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Partnership were offered or sold as to indemnification for violations of securities laws. (c) The Partnership shall pay or reimburse reasonable legal expenses and other costs incurred by an Indemnitee in advance of final disposition case of a proceeding if all of the following are satisfied: (i) the proceeding relates to acts or omissions criminal matter, acted with respect to the performance of duties for services on behalf of the Partnership, (ii) the Indemnitee provides the Partnership with written affirmation of knowledge that the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.3was unlawful. THE WAIVER AND INDEMNIFICATION PROVISIONS PROVIDED FOR IN SECTION 5.1 AND THIS SECTION 5.2 HAVE BEEN EXPRESSLY NEGOTIATED IN EVERY DETAIL, (iii) the legal proceeding was initiated by a third party who is not a stockholder of the General Partner or Limited PartnerARE INTENDED TO BE GIVEN FULL AND LITERAL EFFECT, or if by a stockholder of the General Partner or Limited Partner acting in his or her capacity as suchAND SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES IN QUESTION ARISE OR AROSE SOLELY OR IN PART FROM THE ACTIVE, a court of competent jurisdiction approves such advancementPASSIVE, and (iv) the Indemnitee provides the Partnership with a written agreement to repay the amount paid or reimbursed by the PartnershipOR CONCURRENT NEGLIGENCE, together with the applicable legal rate of interest thereonSTRICT LIABILITY, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct and is not entitled to indemnificationOR OTHER FAULT OF ANY INDEMNITEE. OPCO AND FINANCECO ACKNOWLEDGE THAT THIS STATEMENT CONSTITUTES CONSPICUOUS NOTICE. (d) The Indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. (e) The Partnership may purchase and maintain insurance or establish other arrangements, including without limitation trust arrangements and letters of credit on behalf of or to secure indemnification obligations owed to the Indemnitees and such other Persons as the General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. (f) For purposes of this Section 6.3, (i) the Partnership shall be deemed to have requested an Indemnitee to serve as a fiduciary of an employee benefit plan whenever the performance by the Indemnitee of its duties to the Partnership also imposes duties on the Indemnitee, or otherwise involves services by the Indemnitee to the plan or participants or beneficiaries of the plan; (ii) excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and (iii) actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. (g) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. (h) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (i) The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights in or be for the benefit of any other Persons. (j) Neither the amendment nor repeal of this Section 6.3, nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section 6.3, shall apply to or affect in any respect the applicability of this Section 6.3 with respect to any act or failure to act that occurred prior to such amendment, repeal or adoption. (k) Notwithstanding the preceding, the indemnification provided under this Section 6.3 shall be limited to the extent it would provide greater indemnification than would be allowed under Article XII of the Articles of Incorporation.

Indemnification of Indemnitees. (a) The To the fullest extent permitted by applicable law, the Partnership shall indemnify an each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigativeinvestigative (collectively, “Actions”), that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, as a result of acting on behalf of or performing services for the Partnership, only if it is determined that unless (i) the Indemnitee acted did not act in good faith and or committed fraud, (ii) that in the case of a criminal proceeding, if the Indemnitee reasonably believed that had reasonable cause to believe the act or omission was unlawful or (iii) for any transaction for which such Indemnitee actually received an improper personal benefit in money, property or services or otherwise, in violation or breach of any provision of this Agreement; provided that (x) no payments pursuant to this Agreement shall be made by the Partnership’s best interests, Partnership to indemnify to any Indemnitee with respect to any Action initiated or if brought voluntarily by such Indemnitee (and not by way of defense) unless (I) approved or authorized by the act General Partner or omission was outside the (II) incurred to establish or enforce such Indemnitee’s official capacity acting on behalf of the Partnership, that the act or omission was at least not opposed right to the Partnership’s best interests. Notwithstanding the foregoing, each Indemnitee shall be liable, responsible and accountableindemnification under this Agreement, and (y) the Partnership shall not be liable to for any expenses incurred by an Indemnitee (other than for reasonable expenses advanced pursuant to Section 6.3(c) below), in connection with respect to a proceeding in which (i) one or more Actions brought by the Partnership or involving such Indemnitee is found liable on the basis that the Indemnitee improperly received personal benefit, whether or not the benefit resulted from an action taken in the Indemnitee’s official capacity, or (ii) the if such Indemnitee is found liable to the Partnership or the Limited Partners. The Partnership shall not indemnify or hold harmless the Indemnitee if the loss or liability was the result on any portion of the Indemnitee’s gross negligence or willful misconduct (any claim in the case of an Indemnitee who was an Independent Director (as defined in the Articles of Incorporation)) or was the result of the Indemnitee’s negligence or misconduct (in the case of all other Indemnitees)any such Action. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.3(a6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not alone determine that the Indemnitee acted in a manner contrary to that specified in this Section 6.3(a6.03(a). Any indemnification pursuant to this Section 6.3 6.03 shall be made only out of the assets of the Partnership. (b) Notwithstanding anything Subject to the contrary contained proviso in the provisions first sentence of Section 6.3(a6.03(a), which shall apply to such payment or reimbursement in the Partnership shall not provide indemnification for any losssame manner it applies to indemnification, liability or expense arising from or out of an alleged violation of federal or state securities laws by an Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Partnership were offered or sold as to indemnification for violations of securities laws. (c) The Partnership shall pay or reimburse reasonable legal expenses and other costs incurred by an Indemnitee in advance of final disposition of a proceeding an Action if all of the following are satisfied: (i) the proceeding Action relates to acts or omissions with respect to the performance of duties for services on behalf of the Partnership, (ii) the Indemnitee provides the Partnership with written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.36.03, (iii) the legal proceeding Action was initiated by a third party who is not a stockholder of the General Partner or a Limited Partner, or if by a stockholder of the General Partner or a Limited Partner acting in his or her capacity as such, a court of competent jurisdiction approves such advancement, and (iv) the Indemnitee provides the Partnership with a written agreement to repay the amount paid or reimbursed by the Partnership, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct and is not entitled to indemnification. (dc) The Indemnification indemnification provided by this Section 6.3 6.03 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. (ed) The Partnership may purchase and maintain insurance or establish other arrangements, including without limitation trust arrangements and letters of credit on behalf of or to secure indemnification obligations owed to the Indemnitees and such other Persons as the General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. (fe) For purposes of this Section 6.36.03, (i) the Partnership shall be deemed to have requested an Indemnitee to serve as a fiduciary of an employee benefit plan whenever the performance by the Indemnitee of its duties to the Partnership also imposes duties on the Indemnitee, or otherwise involves services by the Indemnitee to the plan or participants or beneficiaries of the plan; (ii) excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.36.03; and (iii) actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. (gf) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. (hg) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 6.03 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (ih) The provisions of this Section 6.3 6.03 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights in or be for the benefit of any other Persons. (ji) Neither the amendment nor repeal of this Section 6.36.03, nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section 6.36.03, shall apply to or affect in any respect the applicability of this Section 6.3 6.03 with respect to any act or failure to act that occurred prior to such amendment, repeal or adoption. (kj) Notwithstanding the preceding, the indemnification provided under this Section 6.3 6.03 shall be limited to the extent it would provide greater indemnification than would be allowed under Article XII of the Articles of Incorporation. (k) The Partnership hereby agrees that, as between Uniti and the Partnership, the Partnership is the indemnitor of first resort (i.e., its obligations to an Indemnitee under this Agreement are primary and any obligation of Uniti or any other Person to provide advancement or indemnification for the same matters incurred by such Indemnitee are secondary).

Indemnification of Indemnitees. (a) The To the fullest extent permitted by applicable law, the Partnership shall indemnify an each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigativeinvestigative (collectively, “Actions”), that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, as a result of acting on behalf of or performing services for the Partnership, only if it is determined that unless (i) the Indemnitee acted did not act in good faith and or committed fraud, (ii) that in the case of a criminal proceeding, if the Indemnitee reasonably believed that had reasonable cause to believe the act or omission was unlawful or (iii) for any transaction for which such Indemnitee actually received an improper personal benefit in money, property or services or otherwise, in violation or breach of any provision of this Agreement; provided that (x) no payments #96603748v1 pursuant to this Agreement shall be made by the Partnership’s best interests, Partnership to indemnify to any Indemnitee with respect to any Action initiated or if brought voluntarily by such Indemnitee (and not by way of defense) unless (I) approved or authorized by the act General Partner or omission was outside the (II) incurred to establish or enforce such Indemnitee’s official capacity acting on behalf of the Partnership, that the act or omission was at least not opposed right to the Partnership’s best interests. Notwithstanding the foregoing, each Indemnitee shall be liable, responsible and accountableindemnification under this Agreement, and (y) the Partnership shall not be liable to for any expenses incurred by an Indemnitee (other than for reasonable expenses advanced pursuant to Section 6.3(c) below), in connection with respect to a proceeding in which (i) one or more Actions brought by the Partnership or involving such Indemnitee is found liable on the basis that the Indemnitee improperly received personal benefit, whether or not the benefit resulted from an action taken in the Indemnitee’s official capacity, or (ii) the if such Indemnitee is found liable to the Partnership or the Limited Partners. The Partnership shall not indemnify or hold harmless the Indemnitee if the loss or liability was the result on any portion of the Indemnitee’s gross negligence or willful misconduct (any claim in the case of an Indemnitee who was an Independent Director (as defined in the Articles of Incorporation)) or was the result of the Indemnitee’s negligence or misconduct (in the case of all other Indemnitees)any such Action. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.3(a6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not alone determine that the Indemnitee acted in a manner contrary to that specified in this Section 6.3(a6.03(a). Any indemnification pursuant to this Section 6.3 6.03 shall be made only out of the assets of the Partnership. (b) Notwithstanding anything Subject to the contrary contained proviso in the provisions first sentence of Section 6.3(a6.03(a), which shall apply to such payment or reimbursement in the Partnership shall not provide indemnification for any losssame manner it applies to indemnification, liability or expense arising from or out of an alleged violation of federal or state securities laws by an Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Partnership were offered or sold as to indemnification for violations of securities laws. (c) The Partnership shall pay or reimburse reasonable legal expenses and other costs incurred by an Indemnitee in advance of final disposition of a proceeding an Action if all of the following are satisfied: (i) the proceeding Action relates to acts or omissions with respect to the performance of duties for services on behalf of the Partnership, (ii) the Indemnitee provides the Partnership with written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.36.03, (iii) the legal proceeding Action was initiated by a third party who is not a stockholder of the General Partner or a Limited Partner, or if by a stockholder of the General Partner or a Limited Partner acting in his or her capacity as such, a court of competent jurisdiction approves such advancement, and (iv) the Indemnitee provides the Partnership with a written agreement to repay the amount paid or reimbursed by the Partnership, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct and is not entitled to indemnification. (dc) The Indemnification indemnification provided by this Section 6.3 6.03 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. (ed) The Partnership may purchase and maintain insurance or establish other arrangements, including without limitation trust arrangements and letters of credit on behalf of or to secure indemnification obligations owed to the Indemnitees and such other Persons as the General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. (fe) For purposes of this Section 6.36.03, (i) the Partnership shall be deemed to have requested an Indemnitee to serve as a fiduciary of an employee benefit plan whenever the performance by the Indemnitee of its duties to the Partnership also imposes duties on the Indemnitee, or otherwise involves services by the Indemnitee to the plan or participants or beneficiaries of the plan; (ii) excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.36.03; and (iii) actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a #96603748v1 purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. (gf) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. (hg) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 6.03 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (ih) The provisions of this Section 6.3 6.03 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights in or be for the benefit of any other Persons. (ji) Neither the amendment nor repeal of this Section 6.36.03, nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section 6.36.03, shall apply to or affect in any respect the applicability of this Section 6.3 6.03 with respect to any act or failure to act that occurred prior to such amendment, repeal or adoption. (kj) Notwithstanding the preceding, the indemnification provided under this Section 6.3 6.03 shall be limited to the extent it would provide greater indemnification than would be allowed under Article XII of the Articles of Incorporation. (k) The Partnership hereby agrees that, as between Uniti and the Partnership, the Partnership is the indemnitor of first resort (i.e., its obligations to an Indemnitee under this Agreement are primary and any obligation of Uniti or any other Person to provide advancement or indemnification for the same matters incurred by such Indemnitee are secondary).