Common use of Indemnification of OSRS, the General Partner and their Affiliates Clause in Contracts

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Heartland-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Broken Arrow, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Heartland-II, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Metropolis-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Alabama-II, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Indianapolis-II, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Shenandoah-I, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/New England-I, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/South Florida-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Mid East, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Steakhouse of South Florida, Ltd. 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities Outback Steakhouse of Dallas-II, Ltd. 5 as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed A La Carte Event Pavilion, Ltd. competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Chicago-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Catering Company-II, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Birchwood, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s 's business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Missouri-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Georgia-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Xxxxx Pasta, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Denver-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Gulf Coast-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Sun Coast, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/West Florida-II, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Bayou-II, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Central Florida-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Kansas-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Virginia, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Colorado-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Missouri-II, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/North Florida-II, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Steakhouse of Indianapolis, Ltd. 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Stone-II, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Bayou-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Kansas Two-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Steakhouse of South Georgia-II, L.P. 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Steakhouse of Central Florida, Ltd. 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Mid Atlantic-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities Outback Steakhouse of Houston-I, Ltd. 5 as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Cleveland-II, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Steakhouse of North Georgia-I, L.P. 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Buckeye-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Carolina-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Steakhouse of South Georgia-I, L.P. 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/New England, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Steakhouse of North Georgia-II, L.P. 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/North Florida-I, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/West Penn, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Phoenix-II, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Midwest-II, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Phoenix-I, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Steakhouse of Kentucky, Ltd. 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Great Lakes-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Detroit-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Chicago, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Midwest-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/DC, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Bluegrass-II, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Crestview Hills, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Catering Company, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Buckeye-II, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Midwest-I, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Central Mass, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/South Florida-II, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Heartland-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Charlotte-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/New York, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/New England-II, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Bluegrass-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Hawaii-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Heartland Outback-II, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/DC-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Canton, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Heartland Outback-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities Outback Steakhouse of Dallas-I, Ltd. 5 as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Cleveland-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Ohio, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Mid Atlantic-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/East Michigan, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Catering of Pittsburgh, Ltd. 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Alabama-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Outback, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Arizona-I, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Shenandoah-II, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Nevada-II, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Steakhouse of Washington D.C., Ltd. 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Pensacola, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Empire-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/South Texas-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Dallas-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/West Florida-I, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Utah-I, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Xxxxxxxx, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Steakhouse of Central Florida-II, Ltd. 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/Second Coast, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Carrabba’s/First Coast, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback Steakhouse-NYC, Ltd. 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities Outback Steakhouse of Houston-II, Ltd. 5 as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Nevada-I, Limited Partnership 5 competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.

Indemnification of OSRS, the General Partner and their Affiliates. The General Partner shall have no fiduciary duties to the Partnership or its Partners except the duties of care and loyalty prescribed by the Act; provided, however, that as permitted by the Act, its duty of care shall be limited to refraining from intentional misconduct or gross negligence in the conduct and winding up of the Partnership’s business and activities, and its duty of loyalty shall be limited to account to the Partnership and hold as trustee for it any property, profit, or benefit its derives solely by acting in its capacity as a general partner of the Partnership or the misappropriation of a Partnership opportunity in breach of this Agreement; and provided further, that notwithstanding the otherwise implied provisions of the Act concerning its duty of loyalty, neither the General Partner nor its Affiliates shall be restricted from (i) engaging in any other activities that may be deemed Outback/Southwest Georgia, Limited Partnership competitive with the businesses or activities of the Partnership or its other Partners, except to the extent that the General Partner expressly agrees otherwise in a written instrument executed and delivered by the General Partner to another party to such instrument entitled to any express non-compete covenant of the General Partner contained therein, or (ii) dealing with the Partnership in the conduct or winding up of the Partnership’s business and activities as or on behalf of a party having an interest adverse to the Partnership. OSRS, the General Partner, and their respective shareholders, members, partners, directors, managers and officers shall not be liable or accountable to the Partnership or to any of the Partners, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Partnership except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In any threatened, pending or completed action, suit or proceeding (an “Action”) to which OSRS, the General Partner or their Affiliates (as defined in Section 12.10) were or are a party or are threatened to be made a party (including any class or derivative Action) involving an alleged cause of action for damages or other relief, legal or equitable, and arising from acts or omissions of OSRS, the General Partner or their Affiliates in connection with the business or operations of the Partnership (including acts or omissions prior to the effective date of this Agreement), the Partnership shall indemnify (out of the assets of the Partnership and not OSRS or the General Partner) OSRS, the General Partner and/or their Affiliates against, and hold them harmless from, any and all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Liability”), incurred by them as a result thereof, provided the conduct of OSRS, the General Partner or their Affiliates complained of in the Action was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of the Partnership and did not constitute intentional misconduct or gross negligence. The termination of any Action by judgment, order or settlement shall not, of itself, create a presumption that OSRS, the General Partner or their Affiliates did not act in such a manner as to deny the rights of indemnification provided for herein. The Partnership may advance funds to OSRS, the General Partner and their Affiliates for legal expenses and other costs incurred as the result of an Action if: (i) the Action relates to the performance of duties or services by OSRS, the General Partner or their Affiliates on behalf of the Partnership; or (ii) the Action is initiated by a third party who is not a Limited Partner of the Partnership; or (iii) OSRS, the General Partner or their Affiliates undertake to repay to the Partnership the advanced funds in cases in which they would not be entitled to indemnification under this Section 4.4.