Common use of Power to Indemnify in Actions, Suits or Proceedings Clause in Contracts

Power to Indemnify in Actions, Suits or Proceedings. The Partnership shall indemnify 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 by reason of the fact that he is or was a Partner, officer, or Manager of the Partnership, or a member, shareholder, partner, officer, or an Affiliate of such Partner, or is or was serving at the request of the Partnership as a member, officer, or director (or equivalent position) of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (a “Covered Person”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with such action, suit or Proceeding, provided that such Covered Person acted in good faith and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of the Partnership, or, with respect to any criminal action or Proceeding, that such Covered Person had no reasonable cause to believe his conduct was unlawful. The termination of any 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 a Covered Person did not act in good faith and in a manner which such Covered Person reasonably believed to be in or not opposed to the best interests of the Partnership, and, with respect to any criminal action or Proceeding, had reasonable cause to believe that his conduct was unlawful.

Power to Indemnify in Actions, Suits or Proceedings. The Partnership To the maximum extent permitted by law, no Covered Person shall have any liability to the Company or any Member for any act or failure to act in fulfillment of his duties, obligations or responsibilities unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of such act or omission, and taking into account the acknowledgments and agreements set forth in this Agreement, such Covered Person acted in bad faith, engaged in fraud or willful misconduct, or, in the case of a criminal matter, acted with knowledge that such Covered Person's conduct was unlawful. Resources or any of its Subsidiaries shall indemnify any person Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, action or suit or Proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a Partner, officer, or Manager of the Partnership, or a member, shareholder, partner, officer, or an Affiliate of such Partner, or is or was serving at the request of the Partnership as a member, officer, or director (or equivalent position) of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (a “Covered Person”), Person against expenses (including attorneys’ ' fees), ) judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered Person him in connection with such action, suit or Proceeding, Proceeding provided that such Covered Person acted in good faith shall not be so indemnified and in a manner held harmless if such Covered Person reasonably believed to be acted, in bad faith, engaged in fraud or not opposed to the best interests of the Partnership, willful misconduct or, in the case of a criminal matter, acted with respect to any criminal action or Proceeding, knowledge that such Covered Person had no reasonable cause to believe his conduct was unlawful. The termination of any 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 a Covered Person did not act in good faith and in a manner which such Covered Person reasonably believed to be in or not opposed to the best interests of the Partnership, and, with respect to any criminal action or Proceeding, had reasonable cause to believe that his Person's conduct was unlawful.

Power to Indemnify in Actions, Suits or Proceedings. The Partnership Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit suit, claim or Proceedingproceeding, whether civil, criminal, administrative or investigative (collectively, a “Proceeding”) by reason of the fact that he is or was a Partner, an officer, director or Manager of the Partnership, Company (or a member, shareholder, partner, officer, or an Affiliate of such Partnerany predecessor thereto), or is or was serving at the request of the Partnership Company (or any predecessor thereto) as a member, an officer, director or director (or equivalent position) Manager of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (a “Covered Person”), against reasonable expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with such action, suit or Proceeding, provided that (a) such Covered Person acted in good faith and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of the PartnershipCompany, or(b) such Covered Person had no reasonable cause to believe his conduct was unlawful, or (c) with respect to any criminal action or Proceeding, that such Covered Person had no reasonable cause to believe his conduct was unlawful. The termination of any 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 a Covered Person did not act in good faith and in a manner which such Covered Person reasonably believed to be in or not opposed to the best interests of the PartnershipCompany, and, with respect to any criminal action or Proceeding, had reasonable cause to believe that his conduct was unlawful. In addition, the Company shall indemnify any Covered Person who was wholly successful, on the merits or otherwise, in the defense of any Proceeding to which such Covered Person was a party because such Covered Person is or was a Covered Person, against reasonable expenses (including attorneys’ fees) incurred by such Covered Person in connection with such Proceeding.