Common use of Indemnity of Persons Clause in Contracts

Indemnity of Persons. The Partnership shall have the power, right and obligation to indemnify Persons as set out here. (a) The Partnership shall indemnify any Person who was or is a party to or witness in or is threatened to be made a party to or witness in any threatened, pending or completed Proceeding (whether or not by or in the right of the Partnership) by reason of the fact that the Person is or was a Managing Partner of the Partnership, against expenses (including attorneys fees, accountants fees, and expenses of investigation), judgments, fines and amounts paid in settlement incurred by such Person, except expenses, judgments, fines and amounts paid in settlement resulting from its intentional misconduct or knowing violation of law or a transaction for which the Managing Partner received a Personal benefit in violation or breach of the provisions of this Agreement. The Partnership shall advance expenses to any current or former Managing Partner at such times and in such amounts as shall be requested by such Person. The Partnership shall have the power to indemnify any Person who was or is a party to or witness in or is threatened to be made a party to or witness in any threatened, pending or completed Proceeding (whether or not by or in the right of the Partnership) by reason of the fact that the Person is or was an employee, consultant, independent contractor, general partner, or agent of the Partnership, or is or was serving at the request of the Partnership as a manager, officer, trustee, partner, member, joint venturer, employee, agent or in a similar capacity for another Person, against expenses (including attorneys fees, accountants fees, and expenses of investigation), judgments, fines and amounts paid in settlement incurred by the Person in connection with such Proceeding, upon the determination by the Managing Partner that indemnification is appropriate and subject to such terms and conditions or undertakings as the Managing Partner in its discretion shall impose. The Partnership may advance expenses to any such Person at such times and in such amounts as shall be requested by such Person and approved by the Managing Partner in its sole discretion. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption that indemnification or the advancement of expenses by the Partnership was not appropriate or breached any law or constituted a breach of any duty by any Person. (b) If a Person has been successful on the merits or otherwise as a party to any Proceeding, or with respect to any claim, issue or matter therein arising out of such Person’s service to or on behalf of the Partnership (to the extent that a portion of the expenses can be reasonably allocated thereto), the Person shall be indemnified against expenses (including attorneys fees, accountants fees and expenses of investigation) actually and reasonably incurred by the Person in connection with the Proceeding. (c) The indemnification provided by this Section 5.09 shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement or action of the Partnership, and shall continue as to a Person who has ceased to function in the capacity as to which indemnification is sought and shall inure to the benefit of the heirs, executors and administrators of such a Person. (d) The Partnership shall, if at all feasible, purchase and maintain directors and officers liability insurance or errors and omissions insurance or similar insurance on behalf of any Person participating in the Partnership, including the Managing Partner, whether or not the Partnership would have the power to indemnify such Person under the provisions of this Agreement.

Indemnity of Persons. The Partnership Company shall have the power, right and obligation to indemnify Persons persons as set out herein this Section 4.2. (a) The Partnership Company shall indemnify any Person person who was or is a party to or witness in or is threatened to be made a party to or witness in any threatened, pending or completed lawsuit, claim or proceeding (each a “Proceeding”) (whether or not by or in the right of the Company) by reason of the fact that the person is or was the Manager of the Company, against expenses (including attorneys’ fees, accountants fees, and expenses of investigation), judgments, fines and amounts paid in settlement incurred by such person, provided that all of the following conditions are met: (i) The Manager has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interest of the Company; (ii) the person was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result of negligence or misconduct by the person seeking indemnification; and (iv) such indemnification shall be recoverable only out of Company assets and not from Members. The Manager or any person acting as 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 associated with an offer and sale of securities unless one of the following conditions are met as to the person seeking indemnification: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations; (ii) such claims have been dismissed with prejudice by a court of competent jurisdiction; or (iii) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made after such court has been advised of the position of the Securities and Exchange Commission and of any state securities regulatory authority in which securities were offered or sold. The Company shall advance expenses to any current or former Manager (or its affiliates) at such times and in such amounts as shall be requested by such person provided that: the Proceeding relates to the performance of duties or services on behalf of the Company, the Proceeding was initiated by a person who is not a Member or the advancement of expenses is specifically approved by a court of competent jurisdiction, and the person receiving the advance undertakes to repay the funds advanced if it is ultimately determined that such person is not entitled to indemnification. (b) The Company shall have the power to indemnify any person other than the Manager or its affiliates who was or is a party to or witness in or is threatened to be made a party to or witness in any threatened, pending or completed Proceeding (whether or not by or in the right of the PartnershipCompany) by reason of the fact that the Person is or was a Managing Partner of the Partnership, against expenses (including attorneys fees, accountants fees, and expenses of investigation), judgments, fines and amounts paid in settlement incurred by such Person, except expenses, judgments, fines and amounts paid in settlement resulting from its intentional misconduct or knowing violation of law or a transaction for which the Managing Partner received a Personal benefit in violation or breach of the provisions of this Agreement. The Partnership shall advance expenses to any current or former Managing Partner at such times and in such amounts as shall be requested by such Person. The Partnership shall have the power to indemnify any Person who was or is a party to or witness in or is threatened to be made a party to or witness in any threatened, pending or completed Proceeding (whether or not by or in the right of the Partnership) by reason of the fact that the Person person is or was an employee, consultant, independent contractor, general partner, officer or employee or agent of the PartnershipCompany, or is or was serving at the request of the Partnership Company as a manager, director, officer, trustee, receiver, general partner, member, joint venturer, employee, agent of or in a similar capacity for another Personperson, against expenses (including attorneys attorneys’ fees, accountants fees, and expenses of investigation), judgments, fines and amounts paid in settlement incurred by the Person person in connection with such Proceeding, upon the determination by the Managing Partner Manager that indemnification is appropriate and subject to such terms and conditions or undertakings as the Managing Partner Manager in its discretion shall impose. The Partnership Company may advance expenses to any such Person person (other than the Manager or its affiliates) at such times and in such amounts as shall be requested by such Person person and approved by the Managing Partner Manager in its sole discretiondiscretion provided that: the Proceeding relates to the performance of duties or services on behalf of the Company, the Proceeding was initiated by a person who is not a Member or the advancement of expenses is specifically approved by a court of competent jurisdiction, and the person receiving the advance undertakes to repay the funds advanced if it is ultimately determined that such person is not entitled to indemnification. The termination of any Proceeding action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption that indemnification or the advancement of expenses by the Partnership Company was not appropriate or breached any law or constituted a breach of any duty by any Personperson. (bc) If a Person person has been successful on the merits or otherwise as a party to any Proceeding, or with respect to any claim, issue or matter therein arising out of such Person’s service to or on behalf of the Partnership (to the extent that a portion of the expenses can be reasonably allocated thereto), the Person person shall be indemnified against expenses (including attorneys attorneys’ fees, accountants fees and expenses of investigation) actually and reasonably incurred by the Person person in connection with the Proceeding. (cd) The indemnification provided by this Section 5.09 4.2 shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement or action of the PartnershipCompany, and shall continue as to a Person person who has ceased to function service in the capacity as to which indemnification is sought indemnified, and shall inure to the benefit of the heirs, executors and administrators of such a Personperson. (de) The Partnership shall, if at all feasible, Company may purchase and maintain directors directors’ and officers officers’ liability insurance or errors and omissions insurance or similar insurance on behalf of any Person participating in person, except that the Partnership, including the Managing Partner, whether or Company may not the Partnership would have the power incur costs for liability insurance for any liability as to indemnify such Person under the provisions of this Agreementwhich Company indemnification is prohibited.

Indemnity of Persons. The Partnership Company shall have the power, right and obligation to indemnify Persons persons as set out herein this Section 5.2. (a) The Partnership Company shall indemnify any Person person who was or is a party to or witness in or is threatened to be made a party to or witness in any threatened, pending or completed lawsuit, claim or proceeding (each a “Proceeding”) (whether or not by or in the right of the Company) by reason of the fact that the person is or was the Manager of the Company, against expenses (including attorneys’ fees, accountants fees, and expenses of investigation), judgments, fines and amounts paid in settlement incurred by such person, provided that all of the following conditions are met: (i) The Manager has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interest of the Company; (ii) the person was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result of negligence or misconduct by the person seeking indemnification; and (iv) such indemnification shall be recoverable only out of Company assets and not from Members. The Manager or any person acting as 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 associated with an offer and sale of securities unless one of the following conditions are met as to the person seeking indemnification: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations; (ii) such claims have been dismissed with prejudice by a court of competent jurisdiction; or (iii) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made after such court has been advised of the position of the Securities and Exchange Commission and of any state securities regulatory authority in which securities were offered or sold. The Company shall advance expenses to any current or former Manager (or its affiliates) at such times and in such amounts as shall be requested by such person provided that: the Proceeding relates to the performance of duties or services on behalf of the Company, the Proceeding was initiated by a person who is not a Member or the advancement of expenses is specifically approved by a court of competent jurisdiction, and the person receiving the advance undertakes to repay the funds advanced if it is ultimately determined that such person is not entitled to indemnification. (b) The Company shall have the power to indemnify any person other than the Manager or its affiliates who was or is a party to or witness in or is threatened to be made a party to or witness in any threatened, pending or completed Proceeding (whether or not by or in the right of the PartnershipCompany) by reason of the fact that the Person is or was a Managing Partner of the Partnership, against expenses (including attorneys fees, accountants fees, and expenses of investigation), judgments, fines and amounts paid in settlement incurred by such Person, except expenses, judgments, fines and amounts paid in settlement resulting from its intentional misconduct or knowing violation of law or a transaction for which the Managing Partner received a Personal benefit in violation or breach of the provisions of this Agreement. The Partnership shall advance expenses to any current or former Managing Partner at such times and in such amounts as shall be requested by such Person. The Partnership shall have the power to indemnify any Person who was or is a party to or witness in or is threatened to be made a party to or witness in any threatened, pending or completed Proceeding (whether or not by or in the right of the Partnership) by reason of the fact that the Person person is or was an employee, consultant, independent contractor, general partner, officer or employee or agent of the PartnershipCompany, or is or was serving at the request of the Partnership Company as a manager, director, officer, trustee, receiver, general partner, member, joint venturer, employee, agent of or in a similar capacity for another Personperson, against expenses (including attorneys attorneys’ fees, accountants fees, and expenses of investigation), judgments, fines and amounts paid in settlement incurred by the Person person in connection with such Proceeding, upon the determination by the Managing Partner Manager that indemnification is appropriate and subject to such terms and conditions or undertakings as the Managing Partner Manager in its discretion shall impose. The Partnership Company may advance expenses to any such Person person (other than the Manager or its affiliates) at such times and in such amounts as shall be requested by such Person person and approved by the Managing Partner Manager in its sole discretiondiscretion provided that: the Proceeding relates to the performance of duties or services on behalf of the Company, the Proceeding was initiated by a person who is not a Member or the advancement of expenses is specifically approved by a court of competent jurisdiction, and the person receiving the advance undertakes to repay the funds advanced if it is ultimately determined that such person is not entitled to indemnification. The termination of any Proceeding action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption that indemnification or the advancement of expenses by the Partnership Company was not appropriate or breached any law or constituted a breach of any duty by any Personperson. (bc) If a Person person has been successful on the merits or otherwise as a party to any Proceeding, or with respect to any claim, issue or matter therein arising out of such Person’s service to or on behalf of the Partnership (to the extent that a portion of the expenses can be reasonably allocated thereto), the Person person shall be indemnified against expenses (including attorneys attorneys’ fees, accountants fees and expenses of investigation) actually and reasonably incurred by the Person person in connection with the Proceeding. (cd) The indemnification provided by this Section 5.09 5.2 shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement or action of the PartnershipCompany, and shall continue as to a Person person who has ceased to function service in the capacity as to which indemnification is sought indemnified, and shall inure to the benefit of the heirs, executors and administrators of such a Personperson. (de) The Partnership shall, if at all feasible, Company may purchase and maintain directors directors’ and officers officers’ liability insurance or errors and omissions insurance or similar insurance on behalf of any Person participating in person, except that the Partnership, including the Managing Partner, whether or Company may not the Partnership would have the power incur costs for liability insurance for any liability as to indemnify such Person under the provisions of this Agreementwhich Company indemnification is prohibited.

Indemnity of Persons. The Partnership Company shall have the power, right and obligation to indemnify Persons as set out here. (a) The Partnership Company shall indemnify any Person who was or is a party to or witness in or is threatened to be made a party to or witness in any threatened, pending or completed Proceeding (whether or not by or in the right of the PartnershipCompany) by reason of the fact that the Person is or was a Managing Partner Manager or officer of the PartnershipCompany, against expenses (including attorneys fees, accountants fees, and expenses of investigation), judgments, fines and amounts paid in settlement incurred by such Person, except expenses, judgments, fines expenses and amounts paid in settlement resulting from its losses arising out of willful or intentional misconduct or a knowing violation of law by such Person or a transaction for in which the Managing Partner such Person received a Personal personal benefit in violation or breach of the provisions of this Agreement. The Partnership Company shall advance expenses to any current or former Managing Partner Manager or officer at such times and in such amounts as shall be requested by such Person. The Partnership Company shall have the power to indemnify any Person who was or is a party to or witness in or is threatened to be made a party to or witness in any threatened, pending or completed Proceeding (whether or not by or in the right of the PartnershipCompany) by reason of the fact that the Person is or was an employee, consultant, independent contractor, general partner, employee or agent of the PartnershipCompany, or is or was serving at the request of the Partnership Company as a manager, director, officer, trustee, general partner, member, joint venturer, employee, employee or agent or in a similar capacity for of another Person, against expenses (including attorneys fees, accountants fees, and expenses of investigation), judgments, fines and amounts paid in settlement incurred by the Person in connection with such Proceeding, upon the determination by the Managing Partner Managers that indemnification is appropriate and subject to such terms and conditions or undertakings as the Managing Partner Managers in its their discretion shall impose. The Partnership Company may advance expenses to any such Person at such times and in such amounts as shall be requested by such Person and approved by the Managing Partner Managers in its sole their discretion. The termination of any Proceeding action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption that indemnification or the advancement of expenses by the Partnership Company was not appropriate or breached any law or constituted a breach of any duty by any Person. (b) If a Person has been successful on the merits or otherwise as a party to any Proceeding, or with respect to any claim, issue or matter therein arising out of such Person’s service to or on behalf of the Partnership (to the extent that a portion of the expenses can be reasonably allocated thereto), the Person shall be indemnified against allocated expenses (including attorneys fees, accountants fees and expenses of investigation) actually and reasonably incurred by the Person in connection with the Proceedingsuccessful defense. (c) The indemnification provided by this Section 5.09 section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement or action of the PartnershipCompany, and shall continue as to a Person person who has ceased to function in the capacity as to which indemnification is sought be a Manager, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a Personperson. (d) The Partnership shall, if at all feasible, Company may purchase and maintain directors and officers officers’ liability insurance or errors and omissions insurance or similar insurance on behalf of any Person participating in the Partnership, including the Managing PartnerPerson, whether or not the Partnership Company would have the power to indemnify such Person under the provisions of this Agreement.