Common use of Indemnification of Partners Clause in Contracts

Indemnification of Partners. 6.7.1 The Partnership shall indemnify and hold harmless the Partners, their respective Affiliates, all of their respective officers, directors, partners, stockholders, employees, and agents and all of the officers, employees and agents of the Partnership (individually, an "Indemnitee"), from and against any and all losses, claims, demands, costs, damages, liabilities, and expenses of any nature (including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise ("Losses"), arising out of or incidental to the business of the Partnership, regardless of whether an Indemnitee continues to be a Partner, an Affiliate, or an officer, director, partner, stockholder, employee, or agent of a Partner or of an Affiliate at the time any such Loss is paid or incurred, if the Indemnitee's conduct did not constitute willful misconduct. The termination of any action, suit, or proceeding by settlement or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's actions constituted willful misconduct. 6.7.2 Expenses (including legal fees and expenses) incurred in defending any proceeding subject to subsection (a) of this Section 6.7 shall be paid by the Partnership in advance of the final disposition of such proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction or otherwise, that the Indemnitee is not entitled to be indemnified by the Partnership as authorized hereunder. 6.7.3 The indemnification provided by this Section 6.7 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to action in the Indemnitee's capacity as General Partner or as a partner, stockholder, officer, director, employee or agent of a Partner, or as to action in the Indemnitee's capacity as a Person serving at the request of the Partnership as set forth above, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee. Such indemnification, however, shall only apply to Losses incurred by virtue of the Indemnitee's status as General Partner, Affiliate or officer, director, partner, stockholder, employee or agent thereof, and not as to Losses incurred in other capacities (for example, by virtue of otherwise contracting with the Partnership). 6.7.4 The Partnership may purchase and maintain insurance on behalf of any one or more Indemnitees and other such Persons as the Partnership shall determine against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Partnership's activities, whether or not the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. 6.7.5 Any indemnification hereunder shall be satisfied only out of the assets of the Partnership and no Partner shall be subject to personal liability by reason of these indemnification provisions. 6.7.6 An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.7.7 The provisions of this Section 6.7 are for the benefit of the Indemnitees and the heirs, successors, assigns, administrators and personal representatives of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Persons. 6.7.8 Any Person that proposes to assert the right to be indemnified under this Section 6.7 shall, promptly after receipt of notice of any action that is subject to indemnification hereunder, notify the Partnership of the commencement of such action, enclosing a copy of all papers served. The failure so to notify the Partnership of any such action shall not relieve it from any liability that it may have to any Indemnitees hereunder, unless the Partnership is prejudiced thereby. In case any such action shall be brought and notice given to the Partnership of the commencement thereof, the Partnership shall be entitled to participate in, and to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee, and after notice from the Partnership to such Indemnitee of its election so to assume the defense thereof, the Partnership shall not be liable to such Indemnitee for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such Indemnitee at the request of the Partnership in connection with the defense thereof. The Indemnitee shall have the right to employ separate counsel and to participate in (but not control) any such action,but the fees and expenses of such counsel shall be the expense of such Indemnitee unless (i) the employment of counsel by such Indemnitee has been authorized by the Partnership, (ii) the employment of separate counsel is necessitated by a conflicting interest among the Indemnitees or (iii) the Partnership shall not in fact have employed counsel to assume the defense of such action. In each such case, the fees and expenses of counsel shall be at the expense of the Partnership. The Partnership shall not be liable for any settlement of any action or claims affected without its written consent unless the Partnership has failed to assume the defense of any such action or claims.

Indemnification of Partners. 6.7.1 (a) The Partnership shall indemnify and hold harmless the Partners, the Upper Tier Partners, their respective Affiliates, and all of their respective officers, directors, partners, stockholderscontrolling shareholders, employees, and agents and all of the officers, employees and agents of the Partnership (individually, an "Indemnitee"), from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, suits or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise ("Losses"), arising out of or incidental to the business of the Partnership, regardless of whether an Indemnitee continues to be a Partner, an Affiliate, or an officer, director, partner, stockholdercontrolling shareholder, employee, or agent of a Partner or of an Affiliate at the time any such Loss is paid or incurred, if the Indemnitee's conduct did not constitute actual fraud, gross negligence, knowing breach of specific provisions of this Agreement or willful or wanton misconduct. The termination of any action, suit, or proceeding by settlement or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's actions constituted actual fraud, gross negligence or willful or wanton misconduct. 6.7.2 (b) Expenses (including legal fees and expenses) incurred in defending any proceeding subject to subsection (a) of this Section 6.7 6.10 shall be paid by the Partnership in advance of the final disposition of such proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction or otherwise, that the Indemnitee is not entitled to be indemnified by the Partnership as authorized hereunder. 6.7.3 (c) The indemnification provided by this Section 6.7 6.10 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreementagreement or vote of the Partners, as a matter of law or otherwise, both as to action in the Indemnitee's capacity as General a Partner or as a partner, stockholdercontrolling shareholder, officer, director, employee or agent of a Partner, or as to action in the Indemnitee's capacity as a Person serving at the request of the Partnership as set forth above, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee. Such indemnification, however, shall only apply to Losses incurred by virtue of the Indemnitee's status as General a Partner, the Upper Tier Partner, Affiliate or officer, director, partner, stockholdercontrolling shareholder, employee or agent thereof, and not as to Losses incurred in other capacities (for example, by virtue of being a Service Provider or otherwise contracting with the Partnership). 6.7.4 (d) The Partnership may purchase and maintain insurance on behalf of any one or more Indemnitees and other such Persons as the Partnership shall determine against any liability that which may be asserted against or expense that which may be incurred by such Person in connection with the Partnership's activities, whether or not the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. 6.7.5 (e) Any indemnification hereunder shall be satisfied only out of the assets of the Partnership and no Partner shall be subject to personal liability by reason of these indemnification provisions. 6.7.6 (f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.7 6.10 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.7.7 (g) The provisions of this Section 6.7 6.10 are for the benefit of the Indemnitees and the heirs, successors, assigns, administrators and personal representatives of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Persons. 6.7.8 (h) Any Person that proposes to assert the right to be indemnified under this Section 6.7 Article VI shall, promptly after receipt of notice of any action that which is subject to indemnification hereunder, notify the Partnership of the commencement of such action, enclosing a copy of all papers served. The failure so to notify the Partnership of any such action shall not relieve it from any liability that it may have to any Indemnitees indemnified party hereunder, unless the Partnership such party is prejudiced thereby. In case any such action shall be brought and notice given to the Partnership of the commencement thereof, the Partnership shall be entitled to participate in, and to assume the defense thereof, with counsel reasonably satisfactory to the Indemniteeindemnified party, and after notice from the Partnership to such Indemnitee indemnified party of its election so to assume the defense thereof, the Partnership shall not be liable to such Indemnitee indemnified party for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such Indemnitee indemnified party at the request of the Partnership in connection with the defense thereof. The Indemnitee indemnified party shall have the right to employ separate counsel and to participate in (but not control) any such action,, but the fees and expenses of such counsel shall be the expense of such Indemnitee indemnified party unless (i) the employment of counsel by such Indemnitee indemnified party has been authorized by the Partnership, (ii) the employment of separate counsel is necessitated by a conflicting interest among the Indemnitees indemnified parties, or (iii) the Partnership shall not in fact have employed counsel to assume the defense of such action. In each such case, the fees and expenses of counsel shall be at the expense of the Partnership. The Partnership shall not be liable for any settlement of any action or claims affected effected without its written consent unless the Partnership has failed to assume the defense of any such action or claims.

Indemnification of Partners. 6.7.1 (a) The Partnership shall indemnify and hold harmless any Partner, the PartnersGeneral Partner Control Group, and their respective Affiliates, all of their respective officers, directors, partners, stockholdersofficers, employees, agents, shareholders, Partnership Committee appointees, and agents and all of the officers, employees and agents of the Partnership (individually, an "Indemnitee")Controlling Persons, from and against any and all losses, claims, demands, costs, damages, liabilities, and expenses Losses incurred or suffered by reason of any nature (act performed or omitted to be performed by any partner, the General Partner Control Group, of any of their respective directors, officers, employees, agents, shareholders, Partnership committee appointees, or Controlling Persons in connection with the business or affairs of the Partnership or by reason of the General partner's or a Limited Partner's status as the general partner or a limited partner of the partnership or such appointee's status as a member of the Partnership Committee, as the case may be, including reasonable attorneys' fees in connection with the defense of any action based on any such act or omission, which attorneys' fees shall be paid as incurred, including all such liabilities under federal and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involvedstate securities laws (including the Securities Act of 1933, as a party or otherwise ("Losses"), arising out of or incidental amended) to the business of the Partnership, regardless of whether an Indemnitee continues to be a Partner, an Affiliate, or an officer, director, partner, stockholder, employee, or agent of a Partner or of an Affiliate at the time any such Loss is paid or incurred, if the Indemnitee's conduct did not constitute willful misconduct. The termination of any action, suit, or proceeding extent permitted by settlement or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's actions constituted willful misconductlaw. 6.7.2 Expenses (including legal fees and expensesb) incurred in defending any proceeding subject to subsection Notwithstanding the provisions of clause (a) of this Section 6.7 (13.3), (i) the indemnification thereunder shall be paid by the Partnership in advance of the final disposition of such proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the Indemnitee limited to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction or otherwise, that the Indemnitee is not entitled to be indemnified by the Partnership as authorized hereunder. 6.7.3 The indemnification provided by this Section 6.7 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to action in the Indemnitee's capacity as General Partner or as a partner, stockholder, officer, director, employee or agent of a Partner, or as to action in the Indemnitee's capacity as a Person serving at the request of the Partnership as set forth above, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee. Such indemnification, however, shall only apply to Losses incurred by virtue of the Indemnitee's status as General Partner, Affiliate or officer, director, partner, stockholder, employee or agent thereof, and not as to Losses incurred in other capacities (for example, by virtue of otherwise contracting with the Partnership). 6.7.4 The Partnership may purchase and maintain insurance on behalf of any one or more Indemnitees and other such Persons as the Partnership shall determine against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Partnership's activities, whether or not the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. 6.7.5 Any indemnification hereunder shall be satisfied only out of the assets of the Partnership and any previous distributions to the Partners and transferees of an interest of a Partner, and (ii) no Partner such indemnification shall be subject provided to personal liability by reason the General Partner if the General Partner was guilty of these indemnification provisions. 6.7.6 An Indemnitee shall not be denied indemnification in whole gross negligence, wilful misconduct or other breach of its fiduciary duty (or in part the case of a claim by a Limited Partner that the General Partner has breached its obligations under this Section 6.7 because the Indemnitee had an interest in the transaction Sections 6.2 and 6.4 hereof) with respect to the act or omission giving rise to the Loss for which indemnification is sought, as finally determined by a court of competent jurisdiction. If the assets of the Partnership are not sufficient to satisfy any indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.7.7 The provisions pursuant to clause (a) of this Section 6.7 are for the benefit of the Indemnitees 13.3, then each Partner and the heirs, successors, assigns, administrators and personal representatives of the Indemnitees and shall not be deemed to create any rights for the benefit each transferee of any other Persons. 6.7.8 Any Person that proposes interest of a Partner agrees to assert the right to be indemnified under this Section 6.7 shall, promptly after receipt of notice of any action that is subject to indemnification hereunder, notify the Partnership of the commencement of such action, enclosing a copy of all papers served. The failure so to notify the Partnership of any such action shall not relieve it from any liability that it may have to any Indemnitees hereunder, unless the Partnership is prejudiced thereby. In case any such action shall be brought and notice given contribute funds to the Partnership to fund such shortfall to the extent of the commencement thereofaggregate amount of all previous distributions to it hereunder, the Partnership shall be entitled to participate in, and to assume the defense thereof, with counsel reasonably satisfactory pro rata in proportion to the Indemnitee, and after notice from the Partnership to such Indemnitee of its election so to assume the defense thereof, the Partnership shall not be liable to such Indemnitee for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such Indemnitee at the request of the Partnership in connection with the defense thereof. The Indemnitee shall have the right to employ separate counsel and to participate in (but not control) any such action,but the fees and expenses aggregate amounts of such counsel shall be the expense of such Indemnitee unless (i) the employment of counsel by such Indemnitee has been authorized by the Partnership, (ii) the employment of separate counsel is necessitated by a conflicting interest among the Indemnitees or (iii) the Partnership shall not in fact have employed counsel previous distributions made to assume the defense of such action. In each such case, the fees and expenses of counsel shall be at the expense of the Partnership. The Partnership shall not be liable for any settlement of any action or claims affected without its written consent unless the Partnership has failed to assume the defense of any such action or claimseach.

Indemnification of Partners. 6.7.1 (a) The Partnership shall indemnify and hold harmless the Partners, the Upper Tier Partners, their respective Affiliates, and all of their respective officers, directors, partners, stockholderscontrolling shareholders, employees, and agents and all of the officers, employees and agents of the Partnership (individually, an "Indemnitee"), from and against any and all losses, claims, demands, costs, damages, liabilities, joint and expenses of any nature several, expenses (including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise ("Losses"), arising out of or incidental to the business of the Partnership, regardless of whether an Indemnitee continues to be a Partner, an Affiliate, or an officer, director, partner, stockholder, employee, or agent of a Partner or of an Affiliate at the time any such Loss is paid or incurred, if the Indemnitee's conduct did not constitute willful misconduct. The termination of any action, suit, or proceeding by settlement or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's actions constituted willful misconduct. 6.7.2 b) Expenses (including legal fees and expenses) incurred in defending any proceeding subject to subsection (a) of this Section 6.7 6.10 shall be paid by the Partnership in advance of the final disposition of such proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction or otherwise, that the Indemnitee is not entitled to be indemnified by the Partnership as authorized hereunder. 6.7.3 (c) The indemnification provided by this Section 6.7 6.10 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreementagreement or vote of the Partners, as a matter of law or otherwise, both as to action in the Indemnitee's capacity as General a Partner or as a partner, stockholdercontrolling shareholder, officer, director, employee or agent of a Partner, or as to action in the Indemnitee's capacity as a Person serving at the request of the Partnership as set forth above, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee. Such indemnification, however, shall only apply to Losses incurred by virtue of the Indemnitee's status as General a Partner, the Upper Tier Partner, Affiliate or officer, director, partner, stockholdercontrolling shareholder, employee or agent thereof, and not as to Losses incurred in other capacities (for example, by virtue of being a Service Provider or otherwise contracting with the Partnership). 6.7.4 (d) The Partnership may purchase and maintain insurance on behalf of any one or more Indemnitees and other such Persons as the Partnership shall determine against any liability that which may be asserted against or expense that which may be incurred by such Person in connection with the Partnership's activities, whether or not the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. 6.7.5 (e) Any indemnification hereunder shall be satisfied only out of the assets of the Partnership and no Partner shall be subject to personal liability by reason of these indemnification provisions. 6.7.6 (f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.7 6.10 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.7.7 (g) The provisions of this Section 6.7 6.10 are for the benefit of the Indemnitees and the heirs, successors, assigns, administrators and personal representatives of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Persons. 6.7.8 (h) Any Person that proposes to assert the right to be indemnified under this Section 6.7 Article VI shall, promptly after receipt of notice of any action that which is subject to indemnification hereunder, notify the Partnership of the commencement of such action, enclosing a copy of all papers served. The failure so to notify the Partnership of any such action shall not relieve it from any liability that it may have to any Indemnitees indemnified party hereunder, unless the Partnership such party is prejudiced thereby. In case any such action shall be brought and notice given to the Partnership of the commencement thereof, the Partnership shall be entitled to participate in, and to assume the defense thereof, with counsel reasonably satisfactory to the Indemniteeindemnified party, and after notice from the Partnership to such Indemnitee indemnified party of its election so to assume the defense thereof, the Partnership shall not be liable to such Indemnitee indemnified party for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such Indemnitee indemnified party at the request of the Partnership in connection with the defense thereof. The Indemnitee indemnified party shall have the right to employ separate counsel and to participate in (but not control) any such action,, but the fees and expenses of such counsel shall be the expense of such Indemnitee indemnified party unless (i) the employment of counsel by such Indemnitee indemnified party has been authorized by the Partnership, (ii) the employment of separate counsel is necessitated by a conflicting interest among the Indemnitees indemnified parties, or (iii) the Partnership shall not in fact have employed counsel to assume the defense of such action. In each such case, the fees and expenses of counsel shall be at the expense of the Partnership. The Partnership shall not be liable for any settlement of any action or claims affected effected without its written consent unless the Partnership has failed to assume the defense of any such action or claims.

Indemnification of Partners. 6.7.1 The Partnership To the extent permitted by law, the Company shall indemnify indemnify, defend and hold harmless the Partners, their respective Affiliates, all of their respective officers, directors, partners, stockholders, employees, and agents and all of the officers, employees and agents of the Partnership (individually, an "Indemnitee"), each Covered Person from and against any and all debts, losses, claims, demandsdamages, costs, damagesdemands, liabilities, and expenses of any nature (including attorneys' fees and disbursements)fines, judgments, finescontracts (implied and expressed, settlements, written and other amounts arising from any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise ("Losses"unwritten), penalties, obligations, payments, liabilities of every type and nature (whether known or unknown, fixed or contingent), including, without limitation, those arising out of or incidental to the business of the Partnershipany lawsuit, regardless of whether an Indemnitee continues to be a Partner, an Affiliate, or an officer, director, partner, stockholder, employee, or agent of a Partner or of an Affiliate at the time any such Loss is paid or incurred, if the Indemnitee's conduct did not constitute willful misconduct. The termination of any action, suit, action or proceeding (whether brought by settlement a party to this Agreement or upon a plea of nolo contendereby any third party), or its equivalenttogether with any reasonable costs and expenses (including, shall notwithout limitation, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's actions constituted willful misconduct. 6.7.2 Expenses (including legal reasonable attorneys’ fees and out-of-pocket expenses) incurred in connection with the foregoing (including, without limitation, reasonable costs and expenses (collectively “Damages”) incurred in investigating, preparing or defending any proceeding subject to subsection (apending or threatened lawsuit, action or proceeding) suffered or sustained by him/her by reason of this Section 6.7 shall be paid any act, omission or alleged act or omission by the Partnership in advance him/her arising out of the final disposition of such proceeding upon receipt of an undertaking (which need not be secured) by or his/her activities on behalf of the Indemnitee to repay such amount if it shall ultimately be determinedCompany or in furtherance of the interests of the Company; provided, by a court of competent jurisdiction or otherwisehowever, that the Indemnitee is acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based were performed or omitted in good faith and were not entitled to be indemnified fraudulent, in bad faith or a result of wanton and willful misconduct or gross negligence by such Covered Person; provided, further, that any indemnification for Tax liabilities of the Company or any Partner arising as a result of the transactions set forth in by the Partnership as authorized hereunder. 6.7.3 The indemnification provided by this Section 6.7 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to action in the Indemnitee's capacity as General Partner or as a partner, stockholder, officer, director, employee or agent of a Partner, or as to action in the Indemnitee's capacity as a Person serving at the request of the Partnership as set forth above, Contribution Agreement (and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee. Such indemnification, however, shall only apply to Losses incurred by virtue of the Indemnitee's status as General Partner, Affiliate or officer, director, partner, stockholder, employee or agent thereof, and not as to Losses incurred in other capacities (for example, by virtue of otherwise contracting with the Partnership). 6.7.4 The Partnership may purchase and maintain insurance on behalf of any one or more Indemnitees and other such Persons as the Partnership shall determine against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Partnership's activities, whether or not the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. 6.7.5 Any indemnification hereunder shall be satisfied only out of the assets of the Partnership and no Partner shall be subject to personal liability by reason of these indemnification provisions. 6.7.6 An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.7.7 The provisions of this Section 6.7 are for the benefit of the Indemnitees and the heirs, successors, assigns, administrators and personal representatives of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Persons. 6.7.8 Any Person that proposes to assert the right to be indemnified under this Section 6.7 shall, promptly after receipt of notice of any action that is subject to indemnification hereunder, notify the Partnership of the commencement of such action, enclosing a copy of all papers served. The failure so to notify the Partnership of any such action shall not relieve it from any liability that it may have to any Indemnitees hereunder, unless the Partnership is prejudiced thereby. In case any such action shall be brought and notice given to the Partnership of the commencement thereof, the Partnership shall be entitled to participate in, and to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee, and after notice from the Partnership to such Indemnitee of its election so to assume the defense thereof, the Partnership shall not be liable to such Indemnitee for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such Indemnitee at the request of the Partnership in connection with the defense thereof. The Indemnitee shall have the right to employ separate counsel and to participate in (but not control) any such action,but the fees and expenses of such counsel shall be the expense of such Indemnitee unless (i) the employment of counsel by such Indemnitee has been authorized by the Partnership, (ii) the employment of separate counsel is necessitated by a conflicting interest among the Indemnitees or (iii) the Partnership shall not in fact have employed counsel to assume the defense of such action. In each such case, the fees and expenses of counsel shall be at the expense of the Partnership. The Partnership shall not be liable for any settlement of any action or claims affected without its written consent unless the Partnership has failed to assume the defense of any such action or claims) shall be governed solely by Sections 6.4 and 6.5 of this Agreement.

Indemnification of Partners. 6.7.1 (a) The Partnership Partnership, out of its own assets and not out of the assets of any Partner, shall indemnify and hold harmless the Partners, their respective Affiliates, all of their respective officers, directors, partners, stockholders, employees, and agents and all of the officers, employees and agents of the Partnership (individually, an "Indemnitee"), each Indemnified Person from and against any and all losses, claims, demands, costs, damages, liabilities, and expenses of any nature (including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, Losses directly or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise ("Losses")indirectly relating to, arising out of or incidental to the business of the Partnershipin connection with, regardless of whether an Indemnitee continues to be or based upon (i) such Indemnified Person being or having been a Partner, an Affiliatea manager, or an officer, director, partner, stockholder, employee, or agent of a Partner or of an Affiliate at the time any such Loss is paid or incurred, if the Indemnitee's conduct did not constitute willful misconduct. The termination of any action, suit, or proceeding by settlement or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's actions constituted willful misconduct. 6.7.2 Expenses (including legal fees and expenses) incurred in defending any proceeding subject to subsection (a) of this Section 6.7 shall be paid by the Partnership in advance of the final disposition of such proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction or otherwise, that the Indemnitee is not entitled to be indemnified by the Partnership as authorized hereunder. 6.7.3 The indemnification provided by this Section 6.7 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to action in the Indemnitee's capacity as General Partner or as a partner, stockholdermember, officer, director, shareholder, partner, employee or agent (or a legal representative or controlling person of any of them) of a Partner, or as a member of any committee or advisory board of a Partner or the Partnership, or (ii) any action or failure to action act on the part of such Indemnified Person unless such act or failure to act was the result of the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Partnership shall, in the Indemnitee's capacity as a Person serving at the request sole discretion of the Partnership as set forth aboveMajority General Partners, and shall continue as advance to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee. Such indemnification, however, shall only apply to Losses incurred by virtue of the Indemnitee's status as General Partner, Affiliate or officer, director, partner, stockholder, employee or agent thereof, and not as to Losses incurred in other capacities (for example, by virtue of otherwise contracting with the Partnership). 6.7.4 The Partnership may purchase and maintain insurance on behalf of any one or more Indemnitees Indemnified Person reasonable attorneys' fees and other such Persons as the Partnership shall determine against any liability that may be asserted against or expense that may be costs and expenses incurred by such Person in connection with the Partnership's activitiesdefense of any action or proceeding which arises out of conduct which is the subject of the indemnification provided hereunder. Each Partner hereby agrees, whether or not and each other Indemnified Person shall agree, as a condition to any such advance, that in the event such Indemnified Person receives such advance, such Indemnified Person shall reimburse the Partnership would have for such advance to the power to indemnify such Person against such liability under the provisions of this Agreement. 6.7.5 Any indemnification hereunder extent that it shall be satisfied only out of the assets of the Partnership and no Partner shall be subject finally judicially determined that such Indemnified Person was not entitled to personal liability by reason of these indemnification provisions. 6.7.6 An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement2.8. 6.7.7 (b) The provisions of this Section 6.7 are for the benefit of the Indemnitees and the heirs, successors, assigns, administrators and personal representatives of the Indemnitees and 2.8 shall not be deemed construed so as to create any rights provide for the benefit indemnification of any other PersonsIndemnified Person for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 2.8 to the fullest extent permitted by law. 6.7.8 Any Person that proposes (c) Notwithstanding anything expressed or implied to assert the right contrary in this Agreement, the Majority General Partners are authorized to be indemnified under this Section 6.7 shall, promptly after receipt of notice of take any action that is subject they determine to indemnification hereunder, notify the Partnership of the commencement of such action, enclosing a copy of all papers served. The failure so be necessary or appropriate to notify the Partnership of any such action shall not relieve it from any liability that it may have to any Indemnitees hereunder, unless the Partnership is prejudiced thereby. In case any such action shall be brought and notice given to the Partnership of the commencement thereof, the Partnership shall be entitled to participate in, and to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee, and after notice from cause the Partnership to such Indemnitee of its election so comply with any foreign or United States federal, state or local withholding requirement with respect to assume the defense thereofany allocation, payment or distribution by the Partnership to any Partner or other Person. All amounts so withheld shall not be liable treated as distributions to the applicable Partners under the applicable provision of this Agreement. If any such withholding requirement with respect to any Partner exceeds the amount distributable to such Indemnitee for Partner under this Agreement or if any legal such withholding requirement was not satisfied with respect to any amount previously allocated, paid or distributed to such Partner, such Partner or any successor or assignee with respect to such Partner's interest hereby indemnifies and agrees to hold harmless the other expenses, except as provided below Partners and except for the reasonable costs of investigation subsequently incurred by such Indemnitee at the request of the Partnership in connection with for such excess amount or such withholding requirement, as the defense thereof. The Indemnitee shall have the right to employ separate counsel case may be, including interest on such amount and to participate in (but not control) any penalties assessed on such action,but the fees and expenses of such counsel shall be the expense of such Indemnitee unless (i) the employment of counsel by such Indemnitee has been authorized by the Partnership, (ii) the employment of separate counsel is necessitated by a conflicting interest among the Indemnitees or (iii) the Partnership shall not in fact have employed counsel to assume the defense of such action. In each such case, the fees and expenses of counsel shall be at the expense of the Partnership. The Partnership shall not be liable for any settlement of any action or claims affected without its written consent unless the Partnership has failed to assume the defense of any such action or claimsamounts.

Indemnification of Partners. 6.7.1 (a) The Partnership shall indemnify and hold harmless the Partners, their respective Affiliates, Affiliates of Partners (other than Delinquent Partners) and all of their respective officers, directors, partners, stockholdersshareholders, employees, and agents and all of the officers, employees and agents of the Partnership (individually, an "Indemnitee"), from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, suits or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise ("Indemnifiable Loss" or "Indemnifiable Losses"), arising out of or incidental to the business of the Partnership, regardless of whether an Indemnitee continues to be a Partner, an Affiliate, or an officer, director, partner, stockholdershareholder, employee, or agent of a Partner or of an Affiliate at the time any such Indemnifiable Loss is paid or incurred, if the Indemnitee's conduct did not constitute actual fraud, gross negligence, knowing breach of specific provisions of this Agreement or willful or wanton misconduct. The termination of any action, suit, or proceeding by settlement or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's actions constituted actual fraud, gross negligence or willful or wanton misconduct. 6.7.2 (b) Expenses (including legal fees and expenses) incurred in defending any proceeding subject to subsection (aSection 6.13(a) of this Section 6.7 shall be paid by the Partnership in advance of the final disposition of such proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction or otherwise, that the Indemnitee is not entitled to be indemnified by the Partnership as authorized hereunder.. 44 6.7.3 (c) The indemnification provided by this Section 6.7 6.13 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreementagreement or vote of the Partners, as a matter of law or otherwise, both as to action in the Indemnitee's capacity as General a Partner or as a partner, stockholdershareholder, officer, director, employee or agent of a Partner, or as to action in the Indemnitee's capacity as a Person serving at the request of the Partnership as set forth above, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee. Such indemnification, however, shall only apply to Indemnifiable Losses incurred by virtue of the Indemnitee's status as General a Partner, Affiliate or officer, director, partner, stockholdershareholder, employee or agent thereof, and not as to Indemnifiable Losses incurred in other capacities (for example, by virtue of otherwise contracting with the Partnership to provide CyberStar Service or to provide services or products to the Partnership). 6.7.4 (d) The Partnership may purchase and maintain insurance on behalf of any one or more Indemnitees and other such Persons as the Partnership shall General Partner may determine against any liability that which may be asserted against or expense that which may be incurred by such Person in connection with the Partnership's activities, whether or not the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. 6.7.5 (e) Any indemnification hereunder shall be satisfied only out of the assets of the Partnership and no Partner shall be subject to personal liability by reason of these indemnification provisions. 6.7.6 (f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.7 6.13 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.7.7 (g) The provisions of this Section 6.7 6.13 are for the benefit of the Indemnitees and the heirs, successors, assigns, administrators and personal representatives of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Persons. 6.7.8 (h) Any Person that proposes to assert the right to be indemnified under this Section 6.7 Article VI shall, promptly after receipt of notice of any action that which is subject to indemnification hereunder, notify the Partnership of the commencement of such action, enclosing a copy of all papers served. The failure so to notify the Partnership of any such action shall not relieve it the Partnership from any liability that it may have to any Indemnitees indemnified party hereunder, unless except to the extent the Partnership is prejudiced thereby. In case any such action shall be brought 45 and notice given to the Partnership of the commencement thereof, the Partnership shall be entitled to participate in, and to assume the defense thereof, with counsel reasonably satisfactory to the Indemniteeindemnified party, and after notice from the Partnership to such Indemnitee indemnified party of its election so to assume the defense thereof, the Partnership shall not be liable to such Indemnitee indemnified party for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such Indemnitee indemnified party at the request of the Partnership in connection with the defense thereof. The Indemnitee indemnified party shall have the right to employ separate counsel and to participate in (but not control) any such action,, but the fees and expenses of such counsel shall be the expense of such Indemnitee indemnified party unless (i) the employment of counsel by such Indemnitee indemnified party has been authorized by the Partnership, (ii) the employment of separate counsel is necessitated by a conflicting interest among the Indemnitees indemnified parties, or (iii) the Partnership shall not in fact have employed counsel to assume the defense of such action. In each such case, the fees and expenses of counsel shall be at the expense of the Partnership. The Partnership shall not be liable for any settlement of any action or claims affected effected without its written consent unless the Partnership has failed to assume the defense of any such action or claims.

Indemnification of Partners. 6.7.1 (a) The Partnership shall indemnify and hold harmless the General Partner and the Limited Partners, and their respective Affiliatespartners, all of their respective members, officers, directors and Affiliates (and the managers, members, officers, directors, partners, stockholders, employees, and agents and all employees of each of the officers, employees and agents of the Partnership (individually, an "Indemnitee"), foregoing) from and against any and all lossesclaim, claimsloss, demandsexpense, costsdamage or injury suffered or sustained by them, damages, liabilities, and expenses solely by reason of any nature (including attorneys' fees and disbursements)acts, judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, omissions or proceedings, civil, criminal, administrative alleged acts or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise ("Losses"), omissions arising out of or incidental in connection with the Partnership or this Agreement, including, without limitation, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except (i) that the Partnership shall not be responsible under this Section 8.8 to an indemnified party for any claim, loss, expense, damage or injury to the business of the Partnership, regardless of whether an Indemnitee continues to be a Partner, an Affiliate, or an officer, director, partner, stockholder, employee, or agent of a Partner or of an Affiliate at the time any such Loss extent it is paid or incurred, if the Indemnitee's conduct did not constitute willful misconduct. The termination of any action, suit, or proceeding by settlement or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's actions constituted willful misconduct. 6.7.2 Expenses (including legal fees and expensesA) incurred in defending any proceeding subject to subsection (a) of this Section 6.7 shall be paid by the Partnership in advance of the final disposition of such proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, finally determined by a court of competent jurisdiction to have resulted solely from such indemnified party’s willful misconduct or otherwisegross negligence or (B) actually paid by any Subsidiaries of the Partnership to such indemnified party and (ii) as may be limited by the Limited Partnership Act. (b) The right to indemnification conferred in this Section 8.8 shall include the right to be paid by the Partnership the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Limited Partnership Act requires, an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the Partnership of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is not further right to appeal (hereinafter a “final adjudication”) that the Indemnitee such indemnitee is not entitled to be indemnified by the Partnership as authorized hereunderfor such expenses under this Section 8.8 or otherwise. 6.7.3 (c) The right to indemnification provided by and the advancement of expenses conferred in this Section 6.7 8.8 shall not be in addition to exclusive of any other rights to right which each Indemnitee any person may be entitled have or hereafter acquire under any agreementstatute, as a matter of law or otherwise, both as to action in the Indemnitee's capacity as General Partner or as a partner, stockholder, officer, director, employee or agent of a Partner, or as to action in the Indemnitee's capacity as a Person serving at the request of the Partnership as set forth above, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee. Such indemnification, however, shall only apply to Losses incurred by virtue of the Indemnitee's status as General Partner, Affiliate or officer, director, partner, stockholder, employee or agent thereof, and not as to Losses incurred in other capacities (for example, by virtue of otherwise contracting with the Partnership). 6.7.4 The Partnership may purchase and maintain insurance on behalf of any one or more Indemnitees and other such Persons as the Partnership shall determine against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Partnership's activities, whether or not the Partnership would have the power to indemnify such Person against such liability under the provisions provision of this Agreement, agreement, vote of Limited Partners or otherwise. 6.7.5 Any indemnification hereunder shall be satisfied only out of the assets of the Partnership and no Partner shall be subject to personal liability by reason of these indemnification provisions. 6.7.6 An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.7.7 The provisions of this Section 6.7 are for the benefit of the Indemnitees and the heirs, successors, assigns, administrators and personal representatives of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Persons. 6.7.8 Any Person that proposes to assert the right to be indemnified under this Section 6.7 shall, promptly after receipt of notice of any action that is subject to indemnification hereunder, notify the Partnership of the commencement of such action, enclosing a copy of all papers served. The failure so to notify the Partnership of any such action shall not relieve it from any liability that it may have to any Indemnitees hereunder, unless the Partnership is prejudiced thereby. In case any such action shall be brought and notice given to the Partnership of the commencement thereof, the Partnership shall be entitled to participate in, and to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee, and after notice from the Partnership to such Indemnitee of its election so to assume the defense thereof, the Partnership shall not be liable to such Indemnitee for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such Indemnitee at the request of the Partnership in connection with the defense thereof. The Indemnitee shall have the right to employ separate counsel and to participate in (but not control) any such action,but the fees and expenses of such counsel shall be the expense of such Indemnitee unless (i) the employment of counsel by such Indemnitee has been authorized by the Partnership, (ii) the employment of separate counsel is necessitated by a conflicting interest among the Indemnitees or (iii) the Partnership shall not in fact have employed counsel to assume the defense of such action. In each such case, the fees and expenses of counsel shall be at the expense of the Partnership. The Partnership shall not be liable for any settlement of any action or claims affected without its written consent unless the Partnership has failed to assume the defense of any such action or claims.

Indemnification of Partners. 6.7.1 The To the extent of the Partnership’s assets, the Partnership shall agrees to indemnify the Partners and hold harmless the Partners, their respective Affiliates, all of their respective officers, directors, partners, stockholdersshareholders, employeesmembers, advisors, agents, and agents and all of the officers, employees and agents of the Partnership affiliates (individuallyeach, an "Indemnitee")“Indemnified Party,” and, collectively, the “Indemnified Parties”) to the fullest extent permitted by the Act and to defend, protect, save, and hold them harmless from and against any and all losses, claims, demandsfees, costs, losses, damages, liabilities, and expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements, and other amounts arising ’ fees) incurred in connection with or resulting from any and all claimsclaim, demands, actions, suitsaction, or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise ("Losses"), demand arising out of or incidental in any way relating to the business Partnership or any of its assets or properties, including amounts paid in settlement or compromise (if recommended by the Partnership’s counsel) of any such claim, regardless of whether an Indemnitee continues to be a Partner, an Affiliateaction, or demand and all fees, costs, and expenses (including reasonable attorneys’ fees) in connection therewith. Notwithstanding the foregoing, indemnification shall not be available or paid to any Indemnified Party regarding any matter as to which such Indemnified Party shall have committed an officeract or omission (where such Indemnified Party had a contractual duty to act) involving willful misconduct, directorfraud, partnergross negligence, stockholder, employeemisappropriation of partnership funds or assets, or agent of a Partner or of an Affiliate at the time any such Loss is paid or incurred, if the Indemnitee's conduct did not constitute willful misconduct. The termination of any action, suit, or proceeding by settlement or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's actions constituted willful misconduct. 6.7.2 Expenses (including legal fees and expenses) incurred in defending any proceeding subject to subsection (a) material breach of this Section 6.7 shall be paid by the Partnership in advance of the final disposition of such proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction or otherwise, that the Indemnitee is not entitled to be indemnified by the Partnership as authorized hereunder. 6.7.3 Agreement. The indemnification provided by under this Section 6.7 6.07 shall be in addition to any other rights to which each Indemnitee an Indemnified Party may be entitled under any agreementagreement or vote of the Partners, as a matter of law or otherwise, both as to action in the Indemnitee's capacity as General Partner or as a partner, stockholder, officer, director, employee or agent of a Partnerequity, or as to action in the Indemnitee's capacity as a Person serving at the request of the Partnership as set forth aboveotherwise, and shall continue as to an Indemnitee Indemnified Party who is a Partner but who has ceased to serve in such capacity that capacity, and shall inure to the benefit of the heirs, successors, assigns, and administrators and personal representatives of the Indemnitee. Such indemnification, however, shall only apply to Losses incurred by virtue of the Indemnitee's status as General Partner, Affiliate or officer, director, partner, stockholder, employee or agent thereof, and not as to Losses incurred in other capacities (for example, by virtue of otherwise contracting with the Partnership)Indemnified Parties. 6.7.4 The Partnership may purchase and maintain insurance on behalf of any one or more Indemnitees and other such Persons as the Partnership shall determine against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Partnership's activities, whether or not the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. 6.7.5 Any indemnification hereunder shall be satisfied only out of the assets of the Partnership and no Partner shall be subject to personal liability by reason of these indemnification provisions. 6.7.6 An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. 6.7.7 The provisions of this Section 6.7 are for the benefit of the Indemnitees and the heirs, successors, assigns, administrators and personal representatives of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Persons. 6.7.8 Any Person that proposes to assert the right to be indemnified under this Section 6.7 shall, promptly after receipt of notice of any action that is subject to indemnification hereunder, notify the Partnership of the commencement of such action, enclosing a copy of all papers served. The failure so to notify the Partnership of any such action shall not relieve it from any liability that it may have to any Indemnitees hereunder, unless the Partnership is prejudiced thereby. In case any such action shall be brought and notice given to the Partnership of the commencement thereof, the Partnership shall be entitled to participate in, and to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee, and after notice from the Partnership to such Indemnitee of its election so to assume the defense thereof, the Partnership shall not be liable to such Indemnitee for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such Indemnitee at the request of the Partnership in connection with the defense thereof. The Indemnitee shall have the right to employ separate counsel and to participate in (but not control) any such action,but the fees and expenses of such counsel shall be the expense of such Indemnitee unless (i) the employment of counsel by such Indemnitee has been authorized by the Partnership, (ii) the employment of separate counsel is necessitated by a conflicting interest among the Indemnitees or (iii) the Partnership shall not in fact have employed counsel to assume the defense of such action. In each such case, the fees and expenses of counsel shall be at the expense of the Partnership. The Partnership shall not be liable for any settlement of any action or claims affected without its written consent unless the Partnership has failed to assume the defense of any such action or claims.