Indemnity by Partnership. The partnership will indemnify each partner in respect of payments made and personal liabilities reasonably incurred by each partner in the ordinary and proper conduct of the partnership business, or for the preservation of the business or property of the partnership.
Indemnity by Partnership. The Partnership shall indemnify and hold harmless any Person 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, omissions of alleged acts or omissions arising out of its activities as a General Partner or as a partner, officer or director of a General Partner which is a partnership or a corporation acting on behalf of the Partnership or in furtherance of the interests of the Partnership (collectively the “Indemnified Parties”), 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 it in connection with such action, suit or proceeding so long as it did not act fraudulently or in bad faith or in a manner constituting gross negligence or malfeasance. The termination of any action, suit or proceeding by settlement or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person acted fraudulently or in bad faith or was negligent (gross or otherwise) or breached a fiduciary duty.
