Indemnification of the General Partner. The General Partner(s) shall be entitled to indemnity from the Limited Partnership on account of any claim, liability, action, or damage arising from or relating to any Permitted Act of the General Partner(s) and on account of all reasonable attorney's fees incurred in connection with it. They shall not be entitled to indemnity from the Limited Partnership on account of any claim, liability, action, or damage arising from or relating to any Excluded Act of the General Partner(s). Any indemnity under this Section or otherwise shall be paid out of and only to the extent of the Limited Partnership's assets.
Indemnification of the General Partner the Trading Advisor and their Affiliates.
(a) In any threatened, pending or completed action, arbitration, claim, demand, lawsuit or proceeding (each a ‘Proceeding’), to which the General Partner, the Trading Advisor or any of their affiliates was or is a party or is threatened to be made a party by reason of the fact that it is or was the general partner of the Partnership, or is or was the trading advisor of the Partnership, or is or was affiliated with the General Partner or the Trading Advisor, the Partnership shall indemnify, defend and hold harmless the General Partner, the Trading Advisor and their affiliates from and against any loss, liability, damage, cost, expense (including, without limitation, attorneys’ and accountants’ fees and expenses), judgments and amounts paid in settlement (collectively, ‘Losses’), incurred by them if the party claiming indemnification acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the best interests of the Partnership and provided that the omission, act or conduct that was the basis for such Losses did not constitute willful misconduct, negligence or a breach of fiduciary obligations on the part of the General Partner or the Trading Advisor. The termination of any Proceeding by judgment, order or settlement, in and of itself, shall not create a presumption that the General Partner, the Trading Advisor or their affiliates did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the Partnership.
(b) The Partnership shall make advances to the General Partner, the Trading Advisor and their affiliates hereunder in connection with a Proceeding only if (i) the Proceeding relates to the performance of duties or services by such persons to the Partnership and (ii) if the person receiving such advance agrees to repay the advance if such person ultimately is found by arbitration pursuant to Section 10.10, below of this Agreement not to be entitled to indemnification hereunder.
(c) As used in this Agreement, the term ‘affiliate’ of the General Partner or the Trading Advisor shall mean the following: (i) any natural person, partnership, corporation, limited liability company, association or other legal entity directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of the General Partner or the Trading Advisor; (ii) any partnership, corporation, limited liability...
Indemnification of the General Partner. (a) The Partnership, its receiver, or its trustee shall indemnify, hold harmless, and pay all judgments and claims against the General Partner relating to any liability or damage incurred or suffered by the General Partner by reason of any act performed or omitted to be performed by the General Partner or its agents or employees in connection with the Partnership’s business, including reasonable attorneys’ fees incurred by the General Partner in connection with the defense of any claim or action based on any such act or omission, except to the extent indemnification is prohibited by law. Such liability or damage caused by the General Partner’s acts or omissions in connection with the business of the Partnership includes but is not limited to all liabilities under the federal and state securities laws (including the Securities Act of 1933, as amended) and any attorneys’ fees incurred by the General Partner in connection with the defense of any action based on such acts or omissions, which attorneys’ fees may be paid as incurred.
(b) In the event any Limited Partner brings a legal action against the General Partner, including a Partnership derivative suit, the Partnership shall indemnify, hold harmless, and pay all expenses of the General Partner, including but not limited to, attorneys’ fees incurred in the defense of such action if the General Partner is successful in such action.
(c) The Partnership shall indemnify, hold harmless, and pay all expenses, costs or liabilities of the General Partner who, for the benefit of the Partnership, makes any deposit, acquires any option, or makes any similar payment or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who suffers any financial loss as a result of such action.
(d) Any indemnification required herein to be made by the Partnership shall be made promptly following the fixing of any loss, liability, or damage incurred or suffered. If, at any time, the Partnership has insufficient funds to provide such indemnification as herein provided, it shall provide such indemnification if and as the Partnership generates sufficient funds, and prior to any distribution to the Partners. Notwithstanding the provisions of this Section 8.06, the General Partner shall not be indemnified by the Partnership from any liability for actions or omissions that constitute gross negligence or willful misconduct.
Indemnification of the General Partner. The Partnership shall indemnify and hold harmless to the fullest extent permitted by law, the General Partner (or any Affiliate thereof) and its shareholders, directors, officers, partners, and employees (herein referred to in the aggregate as “Indemnified Parties”), to the extent that the Partnership assets are sufficient therefor, from and against any and all claims, demands, liabilities, costs (including reasonable attorney’s fees and court costs), damages, and causes of action arising out of, relating to, or which are or may be directly or indirectly attributable or incidental to actions or occurrences under this Agreement or which otherwise relate to the Partnership or occurrences during the term of the Partnership, whether or not arising out of the negligence of the Indemnified Party, except where the claim at issue is based upon the proven gross negligence, willful misconduct or fraud of the Indemnified Party or a breach of the Act or this Agreement by the Indemnified Party. The indemnification rights herein contained shall be cumulative of, and in addition to, any and all rights, remedies, and recourses to which the Indemnified Party shall be entitled as against third parties.
Indemnification of the General Partner. The Partnership, to the extent of its assets legally available for that purpose, will indemnify and hold harmless the General Partner and any partner, shareholder, director, officer, agent, affiliate and professional or other advisor of the General Partner (collectively, the "Indemnified Persons"), from and against any and all loss, damage, expense (including without limitation reasonable fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with the business or affairs of, the Partnership, except to the extent that the loss, damage, expense or liability results from (a) the Indemnified Person's gross negligence, willful misconduct or knowing violation of law, or (b) the Indemnified Person's breach of any fiduciary responsibilities to the Partnership or the Limited Partner. These indemnification rights are in addition to any rights the Indemnified Persons may have against third parties. Notwithstanding anything in this Agreement to the contrary, no Partner shall be obligated to contribute any amount to the Partnership in order to satisfy the Partnership's indemnification obligations under this Section 11.11, such obligations being limited at all times to the assets of the Partnership.
Indemnification of the General Partner. The Partnership shall indemnify the General Partner, its employees and agents (individually referred to in this subparagraph 4.7 as the "Indemnitee" and collectively referred to as the "Indemnitees"), and hold them and any of them, harmless from and against any and all claims or liabilities incurred by them and any of them in connection with the business of the Partnership, provided that the acts or omissions from which the claim or liability arises were performed in the good faith belief that the Indemnitee was acting within the scope of the Indemnitee's authority under this Limited Partnership Agreement and that the Indemnitee was not grossly negligent or guilty of intentional misconduct. Neither the Partnership nor the Limited Partners shall have any claim against the Indemnitees solely by reason of any act or omission of any or all other Indemnitees, or by reason of any disallowance by any taxing authority of any deduction taken on any Partnership tax return. The indemnification of the Indemnitees provided for herein shall extend to the responsibility of an Indemnitee for the acts or omissions of any other Indemnitee or other organization or firm employed or retained by an Indemnitee in connection with the conduct of the affairs of the Partnership. The indemnification authorized by this subparagraph 4.7 shall include payment of: (i) reasonable attorneys' fees and other expenses incurred in settling any claim or threatened action or incurred in any finally adjudicated legal proceeding; and (ii) the removal of any liens affecting any property of any of the Indemnitees. Indemnification under this subparagraph 4.7 shall be made from the assets of the Partnership and no Partner shall be personally liable therefor.
Indemnification of the General Partner. The Partnership shall indemnify the General Partner against any loss or damage incurred by the General Partner (including legal expenses) by reason of any acts performed or not performed by the General Partner for and on behalf of the Partnership, unless the General Partner was guilty of willful misconduct or gross negligence. The General Partner shall indemnify the Partnership against any damages incurred by reason of the General Partner's willful misconduct or gross negligence. ARTICLE XVII
Indemnification of the General Partner. The General Partner and all Affiliates of the General Partner and their respective shareholders, partners, officers, directors and employees (hereinafter referred to individually as an "Indemnitee") shall not be liable to the Partnership or any other Partner for any loss incurred in connection with any action or inaction of an Indemnitee, if such Indemnitee, in good faith, determined that such course of conduct was in the best interest of the Partnership and did not constitute negligence of such Indemnitee. An Indemnitee shall be indemnified and held harmless by the Partnership against any and all losses, judgments, liabilities, expenses, costs (including attorney's fees) actually and necessarily incurred by said Indemnitee in connection with the defense of any suit or action (including, without limitation, all costs of appeal) to which the Indemnitee is made a party by reason of its position herein, to the fullest extent permitted under the provisions of the Act or any other applicable statute. Nothing herein shall make any Affiliate of the General Partner liable in any way for the acts, omissions, obligations or liabilities of the General Partner.
Indemnification of the General Partner. (a) The Partnership shall indemnify, defend and hold harmless the General Partner and its agents and employees, if any, from and against any loss, liability, damage, cost or expense (including legal fees and expenses incurred in defense of any demands, claims or lawsuits) arising from acts or omissions concerning the business or activities undertaken by or on behalf of the Partnership from any source including, without limitation, any demands, claims or lawsuits initiated by a Limited Partner (or assignee), so long as such acts or omissions were taken in good faith and in a manner reasonably believed by the General Partner to be in, or not opposed to, the best interests of the Partnership; provided that no indemnity shall be made with regard to an action or suit by or in the name of the Partnership or a Limited Partner if the conduct which was the basis for such liability was found by a court of competent jurisdiction, upon entry of a final judgment, to be the result of gross negligence or reckless or intentional misconduct or breach of fiduciary duty, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all circumstances of the case, the defendant or respondent is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper; and provided further that nothing contained herein shall increase the liability of any Limited Partner to the Partnership beyond the amount of the capital contributed by him or it, plus his or its share of undistributed profits, if any, in the Partnership.
(b) The Partnership shall advance to any person entitled to indemnification pursuant to this Article such funds as shall be required to pay legal fees and expenses incurred in defense of any demands, claims or lawsuits.
Indemnification of the General Partner. The General Partner and its Agents (as defined in Section 5.11) shall be indemnified by the Partnership against any losses, judgments, liabilities, expenses, including attorneys' fees and amounts paid in settlement of any claims sustained by them arising out of any action or inaction of the Partner or its Agents in its capacity as the General Partner of the Partnership (or, in the case of an Agent, within the scope of the General Partner's authority) to the fullest extent allowed by law, provided that the same were not the result of gross negligence or willful misconduct on the part of the General Partner or an Agent and provided that the General Partner or an Agent, in good faith, reasonably determined that such course of conduct was in the best interest of the Partnership; provided, however, that such indemnification and agreement to hold harmless shall be recoverable only out of Partnership assets. Subject to applicable law, the Partnership shall advance expenses incurred with respect to matters for which the General Partner may be indemnified hereunder.
