Indemnification of the General Partners. (a) No General Partner nor any Affiliate thereof shall have liability to the Partnership or to any Limited Partner for any loss suffered by the Partnership which arises out of any action or inaction of any General Partner or Affiliate thereof if such General Partner or Affiliate thereof in good faith determined that such course of conduct was in the best interest of the Partnership and such course of conduct did not constitute negligence or misconduct of such General Partner or Affiliate thereof.
Indemnification of the General Partners. 39 6.9 Indemnification of the Partnership and the Limited Partners ....................... 40 6.10
Indemnification of the General Partners. The Partnership shall indemnify, defend and hold harmless each General Partner, each officer or director of a corporate General Partner and each partner of a partnership General Partner and each trustee or officer of any such partner, and any other person acting as an agent of any General Partner of the Partnership and to which agent the General Partners shall specifically and in writing have conferred rights under this Section 4.08, against any loss, expense, damage, claim, liability, obligation, judgment or injury suffered or sustained by him, it, them or any of them by reason of any act, omission or alleged act or omission by him, it, them or any of them arising out of his, its or their activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including, without limitation, any judgment, award, settlement, reasonable attorney's fees and other costs or expenses as incurred in connection with the defense of any actual or threatened actions, proceedings or claims, all costs of which shall be charged to and paid by the Partnership as incurred; provided, however, that the 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 fraudulent, in bad faith or as a result of wanton and willful misconduct or gross negligence by the party to be indemnified, defended and held harmless under this Section.
Indemnification of the General Partners. The Partnership shall indemnify and hold harmless each Sponsor from any loss, liability or damage incurred or suffered by such person by reason of any act performed or omitted to be per-formed by it or its agents or employees in connection with the business of the Partnership, including reasonable attorney’s fees incurred by it 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, provided, however, that such indemnification or agreement to hold harmless with respect to the Sponsor, their Affiliates or any person acting as a broker-dealer shall not cover liabilities arising under the Federal or state securities laws. Further, the Sponsors shall not be indemnified for expenses incurred in defending claims arising under the Federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving securities laws violations or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction, provided that in either event, court approval shall have been obtained for such indemnification and payment of litigation costs after having been advised of the positions of the SEC and the state securities administrators, including the Massachusetts and Pennsylvania Securities Divisions, with respect to such indemnification. All judgments or other assessments against the Partnership wherein a Sponsor is entitled to indemnification pursuant to this Section 11.6 shall be first satisfied from Partnership assets before a Sponsor shall be required to satisfy such liability or obligations; provided, however, that such indemnification or agreement to hold harmless shall be recoverable only out of Partnership assets and not from the Limited Partners. Any indemnification required herein to be made by the Partnership shall be made promptly following the fixing of the loss, liability or damage incurred or suffered by a final judgment or any court, settlement, contract or otherwise. A Sponsor (a) shall not be entitled to the foregoing indemnification, and
Indemnification of the General Partners. All sums due and owing to the General Partners pursuant to Section V.5. of the Partnership Agreement as of the Closing Date have been paid in full." (i) The Partnership's Conditions Precedent. Section 4(b) of the Purchase Agreement is amended to add the following at the end of such Section: "(viii) Resolution of the Action. Each of the following events shall have occurred prior to the Closing Date: (1) the Court has entered a Final Judgment; and (2) the time to appeal from the Final Judgment has expired, and no appeal is pending; (ix)
Indemnification of the General Partners. None of the General Partners nor any of their respective Affiliates shall be liable to the Partnership or any Partner for any loss or liability incurred in connection with any act performed or omitted in accordance with the terms of this Agreement, nor for negligence, except for any loss or liability incurred in connection with the fraud, willful misconduct or gross negligence of such General Partner. The Partnership shall, to the fullest extent permitted by law, indemnify and save harmless each of the General Partners and its respective Affiliates from and against any and all liability, loss, cost, expense or damage incurred or sustained by reason of any act or omission in the conduct of the business of the Partnership, regardless of whether acting pursuant to its discretionary or explicit authority hereunder, except any thereof incurred in connection with its fraud, willful misconduct or gross negligence. In particular, and without limitation of the foregoing, each of the General Partners and its respective Affiliates shall be entitled to indemnification by the Partnership against the reasonable expenses, including attorneys' fees actually and necessarily incurred by such General Partner or Affiliates in connection with the defense of any suit or action to which such General Partner or its Affiliates are made a party by reason of its position as a General Partner or an Affiliate of such General Partner herein, to the fullest extent permitted under the provisions of the Act or any other applicable statute. Nothing herein shall make any Affiliate of a General Partner liable in any way for the acts, omissions, obligations or liabilities of a General Partner.
