Common use of Indemnification of the General Partners by the Partnership Clause in Contracts

Indemnification of the General Partners by the Partnership. Neither the General Partners nor any of their Affiliates shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner for any loss or damage incurred by reason of any act performed by or omission of the General Partners or such Affiliates in good faith in the furtherance of the interests of the Partnership and within the scope of the authority granted to the General Partners by this Agreement or by the Limited Partners, provided that such acts of the General Partners or such Affiliates did not constitute willful misfeasance, reckless disregard, bad faith, negligence, misconduct, or any other breach of fiduciary duty (as described herein) with respect to such acts or omissions. The Partnership, out of its assets and, subject to Section 10.02, not out of the assets of the General Partners, shall, to the full extent permitted by law, indemnify and hold harmless any General Partner and any General Partner Affiliate who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the right of the Partnership), by reason of any acts or omissions or alleged acts or omissions arising out of such Person's activities as a General Partner or as an Affiliate of a General Partner, if such activities were performed in good faith in furtherance of the interests of the Partnership and were within the scope of the authority conferred to the General Partners by this Agreement or by the Limited Partners against losses, damages, or expenses for which such Person has not otherwise been reimbursed (including attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit, or proceeding, so long as such acts of such Person did not constitute willful misfeasance, reckless disregard, bad faith, negligence, misconduct, or any other breach of fiduciary duty (as described herein) with respect to such acts or omissions and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person's conduct was unlawful, and provided that the satisfaction of any indemnification and any holding harmless shall be from and limited to Partnership assets and no Limited Partner shall have any personal liability on account thereof. Notwithstanding the above, the General Partners and their Affiliates and any Person acting as a broker-dealer shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves indemnification of the litigation costs, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves indemnification of the litigation costs, or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. In addition, absent a court determination that a General Partner or any of its Affiliates seeking indemnification was not liable on the merits or guilty of disabling conduct within the meaning of Section 17(h) of the Investment Company Act, the decision by the Partnership to indemnify a General Partner or any such Affiliate must be based upon the reasonable determination of independent counsel or the nonparty Independent General Partners, after review of the facts, that such disabling conduct did not occur. In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the Securities and Exchange Commission, the Massachusetts Securities Division, and any other applicable regulatory authority with respect to the issue of indemnification for securities law violations before seeking court approval for indemnification. Advances from Partnership funds to a General Partner or a General Partner Affiliate for legal expenses and other costs incurred as a result of legal action initiated against the General Partner or a General Partner Affiliate is permissible if and only if the following conditions are satisfied: (i) the legal action relates to the performance of duties or services by the General Partner or a General Partner Affiliate on behalf of the Partnership; (ii) the legal action is initiated by a third party who is not a holder of a Partnership Interest; (iii) any advances are accompanied by a written undertaking by, or on behalf of, the recipient to repay that amount of the advances which exceeds the amount to which it is ultimately determined that he is entitled to receive from the Partnership by reason of indemnification and (iv) either (a) the indemnitee provides a surety bond or other security for its undertaking, or (b) the Partnership is insured against losses arising by reason of any lawful advances, or (c) a majority of a quorum of the Independent General Partners or an independent legal counsel in a written opinion determines that the indemnitee will be found entitled to indemnification. The Partnership may purchase liability insurance that insures the indemnified parties against any liabilities as to which such parties are permitted to be indemnified pursuant to the provisions of this Section 10.01. However, the Partnership may not incur the cost of that portion of liability insurance which insures the indemnified parties for any liability as to which the indemnified parties are prohibited from being indemnified under this Section 10.01.

Indemnification of the General Partners by the Partnership. Neither the General Partners nor any of their Affiliates shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner for any loss or damage incurred by reason of any act performed by or omission of the General Partners or such Affiliates in good faith in the furtherance of the interests of the Partnership and within the scope of the authority granted to the General Partners by this Agreement or by the Limited Partners, provided that such acts of the General Partners or such Affiliates did not constitute willful misfeasance, reckless disregard, bad faith, negligence, misconduct, or any other material breach of fiduciary duty (as described herein) with respect to such acts or omissions. The Partnership, out of its assets and, subject to Section 10.02, not out of the assets of the General Partners, shall, to the full extent permitted by law, indemnify and hold harmless any General Partner and any General Partner Affiliate who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the right of the Partnership), by reason of any acts or omissions or alleged acts or omissions arising out of such Person's activities as a General Partner or as an Affiliate of a General Partner, if such activities were performed in good faith in furtherance of the interests of the Partnership and were within the scope of the authority conferred to the General Partners by this Agreement or by the Limited Partners against losses, damages, or expenses for which such Person has not otherwise been reimbursed (including attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit, or proceeding, so long as such acts of such Person did not constitute willful misfeasance, reckless disregard, bad faith, negligence, misconduct, or any other material breach of fiduciary duty (as described herein) with respect to such acts or omissions and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person's conduct was unlawful, and provided that the satisfaction of any indemnification and any holding harmless shall be from and limited to Partnership assets and no Limited Partner shall have any personal liability on account thereof. Notwithstanding the above, the General Partners and their Affiliates and any Person acting as a broker-dealer shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (i1) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves indemnification of the litigation costs, or (ii2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves indemnification of the litigation costs, or (iii3) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. In addition, absent a court determination that a General Partner or any of its Affiliates seeking indemnification was not liable on the merits or guilty of disabling conduct within the meaning of Section 17(h) of the Investment Company Act, the decision by the Partnership to indemnify a General Partner or any such Affiliate must be based upon the reasonable determination of independent counsel or the nonparty Independent General Partners, after review of the facts, that such disabling conduct did not occur. In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the Securities and Exchange Commission, the Massachusetts Securities Division, and any other applicable regulatory authority with respect to the issue of indemnification for securities law violations before seeking court approval for indemnification. Advances from Partnership funds to a General Partner or a General Partner Affiliate for legal expenses and other costs incurred as a result of legal action initiated against the General Partner or a General Partner Affiliate is permissible if and only if the following conditions are satisfied: (i1) the legal action relates to the performance of duties or services by the General Partner or a General Partner Affiliate on behalf of the Partnership; (ii2) the legal action is initiated by a third party who is not a holder of a Partnership Interest; and (iii3) any advances are accompanied by a written undertaking by, or on behalf of, the recipient to repay that amount of the advances which exceeds the amount to which it is ultimately determined that he is entitled to receive from the Partnership by reason of indemnification and (iv4) either (a) the indemnitee provides a surety bond or other security for its undertaking, or (b) the Partnership is insured against losses arising by reason of any lawful advances, or (c) a majority of a quorum of the Independent General Partners or an independent legal counsel in a written opinion determines that the indemnitee will be found entitled to indemnification. The Partnership may purchase liability insurance that insures the indemnified parties against any liabilities as to which such parties are permitted to be indemnified pursuant to the provisions of this Section 10.01. However, the Partnership may not incur the cost of that portion of liability insurance which insures the indemnified parties for any liability as to which the indemnified parties are prohibited from being indemnified under this Section 10.01.

Indemnification of the General Partners by the Partnership. Neither the General Partners nor any of their Affiliates shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Limited Partner for any loss or damage incurred by reason of any act performed by or omission of the General Partners or such Affiliates in good faith in the furtherance of the interests of the Partnership and in a manner reasonably believed by them to be within the scope of the authority granted to the General Partners by this Agreement or by the Limited Partners, provided that such acts of the General Partners or such Affiliates did were not constitute willful misfeasance, reckless disregard, bad faith, guilty of negligence, misconduct, or any other breach of fiduciary duty (as described herein) with respect to such acts or omissions. The Partnership, out of its assets and, subject to Section 10.02, not out of the assets of the General Partners, shall, to the full extent permitted by law, indemnify and hold harmless any General Partner and any General Partner Affiliate who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the right of the Partnership), by reason of any acts or omissions or alleged acts or omissions arising out of such Person's activities as a General Partner or as an Affiliate of a General Partner, if such activities were performed in good faith in furtherance of the interests of the Partnership and were in a manner reasonably believed by such Person to be within the scope of the authority conferred to the General Partners by this Agreement or by the Limited Partners against losses, damages, or expenses for which such Person has not otherwise been reimbursed (including attorneys' fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit, or proceeding, so long as such acts Person was not guilty of such Person did not constitute willful misfeasance, reckless disregard, bad faith, negligence, misconduct, or any other breach of fiduciary duty (as described herein) with respect to such acts or omissions and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person's conduct was unlawful, and provided that the satisfaction of any indemnification and any holding harmless shall be from and limited to Partnership assets and no Limited Partner shall have any personal liability on account thereof. Notwithstanding the aboveforegoing, none of the General Partners and their Affiliates and any Person acting as a broker-dealer indemnified parties shall not be indemnified for any losses, liabilities loss or expenses arising from damage incurred by them in connection with any judgment entered in or out settlement of an alleged violation any lawsuit for violations of federal or state securities laws unless by the indemnified parties in connection with the offer or sale of Partnership Interests unless: (i) there has been a successful adjudication on the merits as a result of each count involving alleged securities law violations as to the particular indemnitee and the court approves indemnification of the litigation costs, a trial; or (ii) such claims have claim has been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves indemnification of the litigation costs, or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. In addition, absent a court determination that a General Partner or any of its Affiliates seeking indemnification was not liable on the merits or guilty of disabling conduct within the meaning of Section 17(h) of the Investment Company Act, the decision by the Partnership to indemnify a General Partner or any such Affiliate must be based upon the reasonable determination of independent counsel or the nonparty Independent General Partners, after review of the facts, that such disabling conduct did not occur. In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position has been apprised of the Securities and Exchange Commission's position on indemnification. In addition, the Massachusetts Securities Division, and any other applicable regulatory authority with respect to the issue of such indemnification for securities law violations before seeking court approval for indemnification. Advances from Partnership funds to a General Partner or a General Partner Affiliate for legal expenses and other costs incurred as a result of legal action initiated against the General Partner or a General Partner Affiliate is permissible if and only if the following conditions are satisfied: (i) the legal action relates to the performance of duties or services by the General Partner or a General Partner Affiliate on behalf of the Partnership; (ii) the legal action is initiated must be approved by a third party who is not a holder court of a Partnership Interest; (iii) any advances are accompanied by a written undertaking by, or on behalf of, the recipient to repay that amount of the advances which exceeds the amount to which it is ultimately determined that he is entitled to receive from the Partnership by reason of indemnification and (iv) either (a) the indemnitee provides a surety bond or other security for its undertaking, or (b) the Partnership is insured against losses arising by reason of any lawful advances, or (c) a majority of a quorum of the Independent General Partners or an independent legal counsel in a written opinion determines that the indemnitee will be found entitled to indemnificationcompetent jurisdiction. The Partnership may purchase liability insurance that insures the indemnified parties against any liabilities as to which such parties are permitted to be indemnified pursuant to the provisions of this Section 10.01. However, the Partnership may not incur the cost of that portion of liability insurance which insures the indemnified parties for any liability as to which the indemnified parties are prohibited from being indemnified under this Section 10.01.