Common use of Indemnification of the General Partner Clause in Contracts

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. (a) The Except to the extent such indemnification may be prohibited by law, the Partnership, its receiver, or its trustee shall indemnify, hold harmless, and pay all judgments and claims against the General Partner or its agents or employees relating to any liability or damage incurred or suffered by the General Partner or its agents or employees by reason of any act performed or omitted to be performed (but not constituting willful misconduct or gross negligence) by the General Partner or its agents or employees in connection with the Partnership’s 's business, including reasonable attorneys’ ' fees and expenses incurred by the General Partner in connection with the defense of any claim or action based on any such act or omission, except which attorneys' fees may be paid as incurred. For purposes of this Section 8.6, the fact that an action, omission to act or decision is taken on advice of counsel 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 Partnership shall be evidence of the Partnership includes but is not limited good faith, provided that all material facts were disclosed to all liabilities under the federal and state securities laws such counsel. (b) Expenses (including the Securities Act of 1933, as amendedreasonable attorneys' fees and expenses) and any attorneys’ fees incurred by the General Partner or its agents or employees in connection with the defense of any claim or action based on such acts any act performed or omissions, which attorneys’ fees omitted to be performed (but not constituting willful misconduct or gross negligence) by the General Partner or its agents or employees may be paid in advance of the final disposition of such claim or action upon receipt of an undertaking by or on behalf of the General Partner to repay such amount if it shall ultimately be determined that the General Partner or its agents or employees are not entitled to indemnification by the Partnership as incurredauthorized in this Section 8.6. (bc) In the event any Limited Partner brings shall bring 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, to attorneys’ ' fees incurred in the defense of such action if action, unless the General Partner is successful shall be adjudicated guilty of gross negligence or willful misconduct in such actionconnection with the performance of its duties as General Partner to the Partnership. (cd) The Partnership shall indemnify, hold harmless, and pay all expenses, costs or liabilities of the General Partner which (or who, ) for the benefit of the Partnership, Partnership makes any deposit, acquires any option, or makes any similar payment payment, or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who which (or who) suffers any financial loss as a result of such action. (de) 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. (f) In the event the assets of the Partnership are at any time insufficient to fund the indemnification obligations of the Partnership pursuant to this Section 8.6, the General Partner may require the Partners to return, in proportion to the amounts thereof, any distributions previously received from the Partnership; provided, however, in no event shall any Partner be required to recontribute to the Partnership in an amount in excess of the aggregate amount of distributions received by such Partner from the Partnership. Notwithstanding the foregoing provisions of this Section 8.068.6, the General Partner shall not be indemnified by the Partnership from any liability for actions or omissions that constitute willful misconduct or gross negligence or willful misconducton the part of the General Partner.

Indemnification of the General Partner. (a) The Except to the extent such indemnification may be prohibited by law, and except for acts in violation of any of the obligations of the General Partner or Columbia under any other agreement between or among the General Partner, Columbia, DCSF and the DCSF Affiliates or this Agreement, the Partnership, its receiver, or its trustee shall indemnify, hold harmless, and pay all judgments 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 (but not constituting willful misconduct or gross negligence) by the General Partner or its his agents or employees in connection with the Partnership’s '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 '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 Subject to the exceptions upon indemnification set forth m Section 8.6(a), in the event any Limited Partner brings shall bring 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, to attorneys’ ' fees incurred in the defense of such action if action, unless the General Partner is successful shall be adjudicated guilty of gross negligence or willful misconduct in such actionconnection with the performance of its duties as General Partner to the Partnership. For purposes of this Section 8.6, the terms "willful misconduct" or "gross negligence" shall include (but not be limited to) acts of fraud. (c) The Partnership shall indemnify, hold harmless, and pay all expenses, costs or liabilities of the General Partner which (or who, ) for the benefit of the Partnership, Partnership makes any deposit, acquires any option, or makes any similar payment payment, or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who which (or 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. (a) The Except to the extent such indemnification may be prohibited by law, the Partnership, its receiver, or its trustee shall indemnify, hold harmless, and pay all judgments and claims against the General Partner or its agents or employees relating to any liability or damage incurred or suffered by the General Partner or its agents or employees by reason of any act performed or omitted to be performed (but not constituting willful misconduct or gross negligence) by the General Partner or its agents or employees in connection with the Partnership’s 's business, including reasonable attorneys’ ' fees and expenses 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. For purposes of this Section 8.6, the fact that an action, omission to act or decision is taken on advice of counsel to the Partnership shall be evidence of good faith, provided that all material facts were disclosed to such counsel. (b) In the event any Limited Partner brings shall bring 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, to attorneys’ ' fees incurred in the defense of such action if action, unless the General Partner is successful shall be adjudicated guilty of gross negligence or willful misconduct in such actionconnection with the performance of its duties as General Partner to the Partnership. (c) The Partnership shall indemnify, hold harmless, and pay all expenses, costs or liabilities of the General Partner which (or who, ) for the benefit of the Partnership, Partnership makes any deposit, acquires any option, or makes any similar payment payment, or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who which (or 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 foregoing provisions of this Section 8.068.6, the General Partner shall not be indemnified by the Partnership from any liability for actions or omissions that constitute willful misconduct or gross negligence or willful misconducton the part of the General Partner.

Indemnification of the General Partner. (a) The Except to the extent such indemnification may be prohibited by law, the Partnership, its receiver, or its trustee shall indemnify, hold harmless, and pay all judgments and claims against the General Partner or its members, agents or employees relating to any liability or damage incurred or suffered by the General Partner or its members, agents or employees by reason of any act performed or omitted to be performed by the General Partner or its members, 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 incurredincurred (but this indemnity provision shall not apply to any act performed or omitted to be performed by the General Partner constituting willful misconduct or gross negligence). (b) In the event any Limited Partner brings shall bring 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, to attorneys’ fees incurred in the defense of such action if action, unless the General Partner is successful shall be adjudicated guilty of gross negligence or willful misconduct in such actionconnection with the performance of its duties as General Partner to the Partnership. (c) The Partnership shall indemnify, hold harmless, and pay all expenses, costs or liabilities of the General Partner which (or who, ) for the benefit of the Partnership, Partnership makes any deposit, acquires any option, or makes any similar payment payment, or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who which (or 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. . (e) Notwithstanding the foregoing provisions of this Section 8.068.6, the General Partner shall not be indemnified by the Partnership from any liability for actions or omissions that constitute willful misconduct or gross negligence or willful misconducton the part of the General Partner.

Indemnification of the General Partner. (a) The Except to the extent such indemnification may be prohibited by law, the Partnership, its receiver, or its trustee shall indemnify, hold harmless, and pay all judgments and claims against the General Partner Xxxxxx (and its officers and directors) relating to any liability or damage incurred or suffered by the General Partner (or its officers or directors) by reason of any act performed or omitted to be performed (but not constituting willful misconduct or gross negligence) 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 (and its officers and directors) 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 shall bring 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 PartnerXxxxxx, including but not limited to, to attorneys’ fees incurred in the defense of such action if action, unless the General Partner is successful shall be adjudicated guilty of gross negligence or willful misconduct in such actionconnection with the performance of its duties as General Partner of the Partnership. (c) The Partnership shall indemnify, hold harmless, and pay all expenses, costs or liabilities of the General Partner (and its officers and directors) which (or who, ) for the benefit of the Partnership, Partnership makes any deposit, acquires any option, or makes any similar payment payment, or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who which (or 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 foregoing provisions of this Section 8.068.6, the General Partner shall not be indemnified by the Partnership from any liability for actions or omissions that constitute willful misconduct or gross negligence or willful misconductnegligence.

Indemnification of the General Partner. (a) The Except to the extent such indemnification may be prohibited by law, 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 (but not constituting willful misconduct or gross negligence) by the General Partner or its agents or employees in connection with the Partnership’s '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 incurredincurred (provided that the General Partner shall be required to reimburse the Partnership for any such attorneys' fees paid as incurred if the General Partner is not entitled to indemnification for the claims, actions or liabilities relating to such fees). (b) In the event any Limited Partner brings shall bring 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, to attorneys’ ' fees incurred in the defense of such action if action, unless the General Partner is successful shall be adjudicated guilty of gross negligence or willful misconduct in such actionconnection with the performance of its duties as General Partner to the Partnership. (c) The Partnership shall indemnify, hold harmless, and pay all expenses, costs or liabilities of the General Partner which (or who, ) for the benefit of the Partnership, Partnership makes any deposit, acquires any option, or makes any similar payment payment, or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who which (or 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 foregoing provisions of this Section 8.068.6, the General Partner shall not be indemnified by the Partnership from any liability for actions or omissions that constitute willful misconduct or gross negligence or willful misconducton the part of the General Partner.

Indemnification of the General Partner. (a) The Except to the extent such indemnification may be prohibited by law, 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 (but not constituting willful misconduct or gross negligence) 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 shall bring 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, to attorneys’ fees incurred in the defense of such action if action, unless the General Partner is successful shall be adjudicated guilty of gross negligence or willful misconduct in such actionconnection with the performance of its duties as General Partner to the Partnership. (c) The Partnership shall indemnify, hold harmless, and pay all expenses, costs or liabilities of the General Partner which (or who, ) for the benefit of the Partnership, Partnership makes any deposit, acquires any option, or makes any similar payment payment, or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who which (or 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 foregoing provisions of this Section 8.068.6, the General Partner shall not be indemnified by the Partnership from any liability for actions or omissions that constitute willful misconduct or gross negligence or willful misconducton the part of the General Partner.

Indemnification of the General Partner. (a) The Except to the extent such indemnification may be prohibited by law, the Partnership, its receiver, or its trustee shall indemnify, hold harmless, and pay all judgments and claims against the General Partner or its agents or employees relating to any liability or damage incurred or suffered by the General Partner or its agents or employees by reason of any act performed or omitted to be performed (but not constituting willful misconduct or gross negligence) 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 shall bring 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, to attorneys’ fees incurred in the defense of such action if action, unless the General Partner is successful shall be adjudicated guilty of gross negligence or willful misconduct in such actionconnection with the performance of its duties as General Partner to the Partnership. (c) The Partnership shall indemnify, hold harmless, and pay all expenses, costs or liabilities of the General Partner which (or who, ) for the benefit of the Partnership, Partnership makes any deposit, acquires any option, or makes any similar payment payment, or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who which (or 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 foregoing provisions of this Section 8.068.6, the General Partner shall not be indemnified by the Partnership from any liability for actions or omissions that constitute willful misconduct or gross negligence or willful misconducton the part of the General Partner.